<PAGE>

                                                                         Ex. 4.1

                            ------------------------

                            SILVERLEAF RESORTS, INC.

                      8% SENIOR SUBORDINATED NOTES DUE 2010

                                    INDENTURE

                            Dated as of June 7, 2004

                            ------------------------

                     WELLS FARGO BANK, NATIONAL ASSOCIATION

                                     Trustee

                            ------------------------

<PAGE>

                                TABLE OF CONTENTS

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<S>                                                                                                         <C>
ARTICLE 1.  DEFINITIONS AND INCORPORATION BY REFERENCE...................................................     1
     Section 1.01.   Definitions.........................................................................     1
     Section 1.02.   Other Definitions...................................................................    15
     Section 1.03.   Incorporation by Reference of Trust Indenture Act...................................    16
     Section 1.04.   Rules of Construction...............................................................    17

ARTICLE 2.  THE NOTES....................................................................................    17
     Section 2.01.   Form and Dating.....................................................................    17
     Section 2.02.   Execution and Authentication........................................................    18
     Section 2.03.   Registrar and Paying Agent..........................................................    18
     Section 2.04.   Paying Agent to Hold Money in Trust.................................................    19
     Section 2.05.   Holder Lists........................................................................    19
     Section 2.06.   Transfer and Exchange...............................................................    19
     Section 2.07.   Replacement Notes...................................................................    21
     Section 2.08.   Outstanding Notes...................................................................    21
     Section 2.09.   Treasury Notes......................................................................    22
     Section 2.10.   Temporary Notes.....................................................................    22
     Section 2.11.   Cancellation........................................................................    22
     Section 2.12.   Defaulted Interest..................................................................    23

ARTICLE 3.  REDEMPTION AND PREPAYMENT....................................................................    23
     Section 3.01.   Notices to Trustee..................................................................    23
     Section 3.02.   Selection of Notes to Be Redeemed...................................................    23
     Section 3.03.   Notice of Redemption................................................................    23
     Section 3.04.   Effect of Notice of Redemption......................................................    24
     Section 3.05.   Deposit of Redemption Price.........................................................    24
     Section 3.06.   Notes Redeemed in Part..............................................................    25
     Section 3.07.   Optional Redemption.................................................................    25
     Section 3.08.   Mandatory Redemption................................................................    25
     Section 3.09.   Offer to Purchase by Application of Excess Proceeds.................................    25

ARTICLE 4.  COVENANTS....................................................................................    27
     Section 4.01.   Payment of Notes....................................................................    27
     Section 4.02.   Maintenance of Office or Agency.....................................................    28
     Section 4.03.   Reports.............................................................................    28
     Section 4.04.   Compliance Certificate..............................................................    29
     Section 4.05.   Taxes...............................................................................    29
     Section 4.06.   Stay, Extension and Usury Laws......................................................    29
     Section 4.07.   Restricted Payments.................................................................    30
     Section 4.08.   Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries...........    32
     Section 4.09.   Incurrence of Indebtedness and Issuance of Preferred Stock..........................    33
</TABLE>

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<TABLE>
<S>                                                                                                          <C>
     Section 4.10.   Asset Sales.........................................................................    35
     Section 4.11.   Transactions with Affiliates........................................................    36
     Section 4.12.   Liens...............................................................................    37
     Section 4.13.   Business Activities.................................................................    37
     Section 4.14.   Corporate Existence.................................................................    37
     Section 4.15.   Offer to Repurchase Upon Change of Control..........................................    38
     Section 4.16.   Sale and Leaseback Transactions.....................................................    39
     Section 4.17.   Limitation on Issuances and Sales of Capital Stock of Wholly Owned Restricted
                     Subsidiaries........................................................................    39
     Section 4.18.   Designation of a Subsidiary as an Unrestricted Subsidiary...........................    40
     Section 4.19.   Limitation on Status as Investment Company..........................................    41
     Section 4.20.   No Senior Subordinated Debt.........................................................    41
     Section 4.21.   No Amendment of Subordination Provisions............................................    41
     Section 4.22.   Payments for Consent................................................................    41
     Section 4.23.   Listings of Company Common Stock on Exchanges.......................................    41
     Section 4.24    Directors and Officers Insurance....................................................    42
     Section 4.25    Management Equity Based Compensation................................................    42

ARTICLE 5.  SUCCESSORS...................................................................................    42
     Section 5.01.   Merger, Consolidation, or Sale of Assets............................................    42
     Section 5.02.   Successor Corporation Substituted...................................................    43

ARTICLE 6.  DEFAULTS AND REMEDIES........................................................................    43
     Section 6.01.   Events of Default...................................................................    43
     Section 6.02.   Acceleration........................................................................    45
     Section 6.03.   Other Remedies......................................................................    46
     Section 6.04.   Waiver of Past Defaults.............................................................    46
     Section 6.05.   Control by Majority.................................................................    46
     Section 6.06.   Limitation on Suits.................................................................    46
     Section 6.07.   Rights of Holders of Notes to Receive Payment.......................................    47
     Section 6.08.   Collection Suit by Trustee..........................................................    47
     Section 6.09.   Trustee May File Proofs of Claim....................................................    47
     Section 6.10.   Priorities..........................................................................    48
     Section 6.11.   Undertaking for Costs...............................................................    48
     Section 6.12    Acknowledgments and Agreements of Holders With Respect to DZ Bank Facility..........    48

ARTICLE 7.  TRUSTEE......................................................................................    49
     Section 7.01.   Duties of Trustee...................................................................    49
     Section 7.02.   Rights of Trustee...................................................................    50
     Section 7.03.   Individual Rights of Trustee........................................................    51
     Section 7.04.   Trustee's Disclaimer................................................................    52
     Section 7.05.   Notice of Defaults..................................................................    52
     Section 7.06.   Reports by Trustee to Holders of the Notes..........................................    52
     Section 7.07.   Compensation and Indemnity..........................................................    52
     Section 7.08.   Replacement of Trustee..............................................................    53
</TABLE>
                                       ii
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<S>                                                                                                          <C>
     Section 7.09.   Successor Trustee by Merger, etc....................................................    54
     Section 7.10.   Eligibility; Disqualification.......................................................    54
     Section 7.11.   Preferential Collection of Claims Against Company...................................    54

ARTICLE 8.  LEGAL DEFEASANCE AND COVENANT DEFEASANCE.....................................................    55
     Section 8.01.   Option to Effect Legal Defeasance or Covenant Defeasance............................    55
     Section 8.02.   Legal Defeasance and Discharge......................................................    55
     Section 8.03.   Covenant Defeasance.................................................................    55
     Section 8.04.   Conditions to Legal or Covenant Defeasance..........................................    56
     Section 8.05.   Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
                     Provisions..........................................................................    57
     Section 8.06.   Repayment to Company................................................................    58
     Section 8.07.   Reinstatement.......................................................................    58

ARTICLE 9.  AMENDMENT, SUPPLEMENT AND WAIVER.............................................................    58
     Section 9.01.   Without Consent of Holders of Notes.................................................    58
     Section 9.02.   With Consent of Holders of Notes....................................................    59
     Section 9.03.   Compliance with Trust Indenture Act.................................................    61
     Section 9.04.   Revocation and Effect of Consents...................................................    61
     Section 9.05.   Notation on or Exchange of Notes....................................................    61
     Section 9.06.   Trustee to Sign Amendments, etc.....................................................    61

ARTICLE 10. SUBORDINATION................................................................................    62
     Section 10.01.  Agreement to Subordinate............................................................    62
     Section 10.02.  Certain Definitions.................................................................    62
     Section 10.03.  Liquidation; Dissolution; Bankruptcy................................................    62
     Section 10.04.  Default on Designated Senior Debt...................................................    63
     Section 10.05.  Acceleration of Notes...............................................................    63
     Section 10.06.  When Distribution Must Be Paid Over.................................................    63
     Section 10.07.  Notice by Company...................................................................    64
     Section 10.08.  Subrogation.........................................................................    64
     Section 10.09.  Relative Rights.....................................................................    64
     Section 10.10.  Subordination May Not Be Impaired by Company........................................    65
     Section 10.11.  Distribution or Notice to Representative............................................    65
     Section 10.12.  Rights of Trustee and Paying Agent..................................................    65
     Section 10.13.  Authorization to Effect Subordination...............................................    65

ARTICLE 11. GUARANTEES...................................................................................    66
     Section 11.01.  Unconditional Guarantee.............................................................    66
     Section 11.02.  Subordination of Note Guarantee.....................................................    67
     Section 11.03.  Severability........................................................................    67
     Section 11.04.  Release of a Guarantor..............................................................    67
     Section 11.05.  Limitation of Guarantor's Liability.................................................    67
     Section 11.06.  Guarantors May Consolidate, etc., on Certain Terms..................................    68
     Section 11.07.  Waiver of Subrogation...............................................................    68
     Section 11.08.  Execution of Guarantee..............................................................    69
</TABLE>

                                      iii
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<TABLE>
<S>                                                                                                          <C>
     Section 11.09.  Additional Subsidiary Guarantees....................................................    69

ARTICLE 12. MISCELLANEOUS................................................................................    70
     Section 12.01.  Trust Indenture Act Controls........................................................    70
     Section 12.02.  Notices.............................................................................    70
     Section 12.03.  Communication by Holders of Notes with Other Holders of Notes.......................    71
     Section 12.04.  Certificate and Opinion as to Conditions Precedent..................................    71
     Section 12.05.  Statements Required in Certificate or Opinion.......................................    72
     Section 12.06.  Rules by Trustee and Agents.........................................................    72
     Section 12.07.  No Personal Liability of Directors, Officers, Employees and Stockholders............    72
     Section 12.08.  Governing Law.......................................................................    72
     Section 12.09.  No Adverse Interpretation of Other Agreements.......................................    73
     Section 12.10.  Successors..........................................................................    73
     Section 12.11.  Severability........................................................................    73
     Section 12.12.  Counterpart Originals...............................................................    73
     Section 12.13.  Table of Contents, Headings, etc....................................................    73
</TABLE>

                                    EXHIBITS

Exhibit A      FORM OF NOTE

Exhibit A-1    FORM OF SUBSIDIARY GUARANTEE

Exhibit B      FORM OF SUPPLEMENTAL INDENTURE

                                       iv
<PAGE>

      INDENTURE dated as of June 7, 2004 among Silverleaf Resorts, Inc., a Texas
corporation (the "Company"), and, as guarantors, Silverleaf Travel, Inc., a
Texas corporation, Silverleaf Berkshires, Inc., a Texas corporation, Silverleaf
Resort Acquisitions, Inc., a Texas corporation, Awards Verification Center,
Inc., a Texas corporation, Bull's Eye Marketing, Inc., a Delaware corporation,
eStarCommunications, Inc., a Texas corporation, People Really Win Sweepstakes,
Inc., a Texas corporation, and SLR Research, Inc., a Texas corporation (each a
"Guarantor" and collectively, the "Guarantors"), and Wells Fargo Bank, National
Association, as trustee (the "Trustee").

      The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 8% Senior Subordinated Notes due 2010 (the "Notes"):

                                   ARTICLE 1.

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

SECTION 1.01. DEFINITIONS.

      "6% Notes" means the Company's 6% Senior Subordinated Notes due 2007
issued by the Company pursuant to an indenture dated as of May 2, 2002, by and
among the Company, certain of the Guarantors, and Wells Fargo Bank, National
Association (as successor by merger to Wells Fargo Bank Minnesota, National
Association), as trustee.

      "10-1/2% Notes" means the Company's 10-1/2% Senior Subordinated Notes due
2008 issued by the Company pursuant to an indenture dated as of April 1, 1998 as
amended and restated as of May 2, 2002, by and among the Company, certain of the
Guarantors, and Wells Fargo Bank, National Association (as successor by merger
to Wells Fargo Bank Minnesota, National Association), as trustee.

      "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the voting securities of a Person shall
be deemed to be control.

      "Agent" means any Registrar, Paying Agent or co-registrar.

<PAGE>

      "Asset Sale" means (i) the sale, lease, conveyance or other disposition of
any assets or rights (including, without limitation, by way of a sale and
leaseback) other than in the ordinary course of business consistent with past
practices (provided that the sale, lease, conveyance or other disposition of all
or substantially all of the assets of the Company and its Restricted
Subsidiaries taken as a whole will be governed by the provisions of Section 4.15
hereof and/or the provisions of Section 5.01 hereof and not by the provisions of
Section 4.10 hereof), and (ii) the issue or sale by the Company or any of its
Restricted Subsidiaries of Equity Interests of any of the Company's Restricted
Subsidiaries, in the case of either clause (i) or (ii), whether in a single
transaction or a series of related transactions (a) that have a fair market
value in excess of $1.0 million or (b) for net proceeds in excess of $1.0
million. Notwithstanding the foregoing: (i) a transfer of assets by the Company
to a Wholly Owned Restricted Subsidiary that is a Guarantor or by a Restricted
Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary that
is a Guarantor, (ii) an issuance of Equity Interests by a Wholly Owned
Restricted Subsidiary to the Company or to another Wholly Owned Restricted
Subsidiary that is a Guarantor, (iii) a Restricted Payment that is permitted by
Section 4.07 hereof (iv) sales of Mortgages Receivable to a Receivables
Subsidiary, and (v) sales, leases or contracts for deed in the ordinary course
of business of Vacation Intervals or Mortgages Receivable, will not be deemed to
be Asset Sales.

      "Attributable Debt" in respect of a sale and leaseback transaction means,
at the time of determination, the present value (discounted at the rate of
interest implicit in such transaction, determined in accordance with GAAP) of
the obligation of the lessee for net rental payments during the remaining term
of the lease included in such sale and leaseback transaction (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended).

      "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

      "Board of Directors" means the Board of Directors of the Company, or any
authorized committee of the Board of Directors.

      "Business Day" means any day other than a Legal Holiday.

      "Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that would
at such time be required to be capitalized on a balance sheet in accordance with
GAAP.

      "Capital Stock" means (i) in the case of a corporation, corporate stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (iii) in the case of a partnership or limited liability
company, partnership or membership interests (whether general or limited) and
(iv) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the
issuing Person.

      "Cash Equivalents" means (i) United States dollars, (ii) securities issued
or directly and fully guaranteed or insured by the full faith and credit of the
United States government or any

                                       2
<PAGE>

agency or instrumentality thereof having maturities of not more than six months
from the date of acquisition, (iii) certificates of deposit and eurodollar time
deposits with maturities of six months or less from the date of acquisition,
bankers' acceptances with maturities not exceeding six months and overnight bank
deposits, in each case with any domestic commercial bank having capital and
surplus in excess of $500.0 million and a Thompson Bank Watch Rating of "B" or
better, (iv) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (ii) and (iii) above
entered into with any financial institution meeting the qualifications specified
in clause (iii) above and (v) commercial paper having the highest rating
obtainable from Moody's Investors Service, Inc. or Standard & Poor's Corporation
and in each case maturing within six months after the date of acquisition.

      "Change of Control" means the occurrence of any of the following: (i) the
sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Restricted Subsidiaries
taken as a whole to any "person" (as such term is used in Section 13(d)(3) of
the Exchange Act), (ii) the adoption of a plan relating to the liquidation or
dissolution of the Company, (iii) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of which
is that any "person" (as defined above), becomes the "beneficial owner" (as such
term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that
a person shall be deemed to have "beneficial ownership" of all securities that
such person has the right to acquire, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of more than 50% of the Voting Stock of the
Company (measured by voting power rather than number of shares), or (iv) the
Company consolidates with, or merges with or into, any Person, or sells,
assigns, conveys, transfers, leases or otherwise disposes of all or
substantially all of its assets to any Person, or any Person consolidates with,
or merges with or into, the Company, in any such event pursuant to a transaction
in which any of the outstanding Voting Stock of the Company is converted into or
exchanged for cash, securities or other property, other than any such
transaction where the Voting Stock of the Company outstanding immediately prior
to such transaction is converted into or exchanged for Voting Stock of the
surviving or transferee Person constituting a majority of the outstanding shares
of such Voting Stock of such surviving or transferee Person (immediately after
giving effect to such issuance).

      "Club" means the owners' associations for any of the Company's resorts or
developments, or of nearby residential or condominium tracts developed by the
Company or its predecessors, and the Silverleaf Club.

      "Company" means Silverleaf Resorts, Inc., a Texas corporation, and any and
all successors thereto.

      "Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period plus (i) an amount
equal to any extraordinary loss plus any net loss realized in connection with an
Asset Sale (to the extent such losses were deducted in computing such
Consolidated Net Income), plus (ii) provision for taxes based on income or
profits of such Person and its Restricted Subsidiaries for such period, to the
extent that such provision for taxes was included in computing such Consolidated
Net Income,

                                       3
<PAGE>

plus (iii) Consolidated Interest Expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued and whether or not
capitalized (including, without limitation, amortization of debt issuance costs
and original issue discount, non-cash interest payments, the interest component
of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to
Attributable Debt, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers' acceptance financings, and net payments
(if any) pursuant to Hedging Obligations), to the extent that any such expense
was deducted in computing such Consolidated Net Income, plus (iv) depreciation,
amortization (including amortization of goodwill and other intangibles but
excluding amortization of prepaid cash expenses that were paid in a prior
period) and other non-cash expenses (excluding any such non-cash expense to the
extent that it represents an accrual of or reserve for cash expenses in any
future period or amortization of a prepaid cash expense that was paid in a prior
period) of such Person and its Restricted Subsidiaries for such period to the
extent that such depreciation, amortization and other non-cash expenses were
deducted in computing such Consolidated Net Income, minus (v) non-cash items
increasing such Consolidated Net Income for such period (excluding any such
non-cash items to the extent they represent a reversal of amounts that were
accrued in prior periods and were then excluded from Consolidated Cash Flow as a
result of the second parenthetical in clause (iv)), plus, (vi) non-cash items
increasing Consolidated Net Income for a prior period which were excluded from
Consolidated Cash Flow in such period due to the application of clause (v), to
the extent such non-cash item is collected in cash in a subsequent period, in
each case, on a consolidated basis and determined in accordance with GAAP. The
recognition of revenue on the accrual basis in accordance with GAAP upon the
sale, lease, or sale by contract for deed of Vacation Intervals shall not be
deemed a non-cash item increasing Consolidated Net Income. Notwithstanding the
foregoing, the provision for taxes on the income or profits of, and the
depreciation and amortization and other non-cash charges of, a Restricted
Subsidiary of the referent Person shall be added to Consolidated Net Income to
compute Consolidated Cash Flow only to the extent (and in the same proportion)
that the Net Income of such Person was included in calculating Consolidated Net
Income.

      "Consolidated Coverage Ratio" means with respect to any Person for any
period, the ratio of the Consolidated Cash Flow of such Person and its
Restricted Subsidiaries for such period to the Consolidated Interest Expense of
such Person and its Restricted Subsidiaries for such period. In the event that
the Company or any of its Restricted Subsidiaries incurs, assumes, issues
Guarantees, repays, redeems, retires, repurchases or defeases any Indebtedness
or Disqualified Stock (other than revolving credit borrowings) subsequent to the
commencement of the period for which the Consolidated Coverage Ratio is being
calculated but prior to the date on which the event for which the calculation of
the Consolidated Coverage Ratio is made (the "Calculation Date"), then the
Consolidated Coverage Ratio shall be calculated giving pro forma effect to such
incurrence, assumption, issuance, Guarantee, repayment, redemption, retirement,
repurchase, or defeasance of Indebtedness or Disqualified Stock (and in the case
of incurrence or issuance, the pro forma application of the net proceeds
thereof) as if the same had occurred at the beginning of the applicable
reference period. In addition, for purposes of making the computation referred
to above, (i) acquisitions that have been made by the Company or any of its
Restricted Subsidiaries, including through mergers or consolidations and
including any related financing transactions, during the applicable reference
period or subsequent to such reference

                                       4
<PAGE>

period and on or prior to the Calculation Date shall be deemed to have occurred
on the first day of the reference period and Consolidated Cash Flow for such
reference period shall be calculated without giving effect to clause (iii) of
the proviso set forth in the definition of Consolidated Net Income, and (ii) the
Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded, and (iii) the Consolidated Interest Expense
attributable to discontinued operations, as determined in accordance with GAAP,
and operations or businesses disposed of prior to the Calculation Date, shall be
excluded, but only to the extent that the obligations giving rise to such
Consolidated Interest Expense will not be obligations of the referent Person or
any of its Restricted Subsidiaries following the Calculation Date. For purposes
of this definition, whenever pro forma effect is given to an acquisition of
assets, the amount of income or earnings relating thereto and the amount of
Consolidated Interest Expense associated with any Indebtedness incurred in
connection therewith shall be determined in good faith by a responsible
financial or accounting officer of the Company.

      "Consolidated Interest Expense" means, with respect to any Person for any
period, the sum, without duplication, of (i) the consolidated interest expense
of such Person and its Restricted Subsidiaries for such period, whether paid or
accrued (including, without limitation, amortization of original issue discount,
non-cash interest payments, the interest component of any deferred payment
obligations, the interest component of all payments associated with Capital
Lease Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings, and net payments (if any) pursuant
to Hedging Obligations), (ii) the consolidated interest expense of such Person
and its Restricted Subsidiaries that was capitalized during such period, (iii)
any interest expense on Indebtedness of another Person that is Guaranteed by
such Person or one of its Restricted Subsidiaries or secured by a Lien on assets
of such Person or one of its Restricted Subsidiaries (whether or not such
Guarantee or Lien is called upon), and (iv) the product of (a) all dividend
payments, whether or not in cash, on any series of Disqualified Stock of such
Person or any of its Restricted Subsidiaries, other than dividend payments on
Equity Interests payable solely in Equity Interests of the Company, times (b) a
fraction, the numerator of which is one and the denominator of which is one
minus the then current combined federal, state and local statutory tax rate of
such Person, expressed as a decimal, in each case on a consolidated basis and in
accordance with GAAP.

      "Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that (i) the Net Income of any Person that is not a
Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash by the referent Person to the Company or a Wholly
Owned Restricted Subsidiary thereof, (ii) the Net Income of any Restricted
Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that Net
Income is not at the date of determination permitted without any prior
governmental approval (that has not been obtained) or, directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that
Subsidiary or its stockholders, (iii) the Net Income of any Person

                                       5
<PAGE>

acquired in a pooling of interests transaction for any period prior to the date
of such acquisition shall be excluded, and (iv) the cumulative effect of a
change in accounting principles shall be excluded.

      "Consolidated Net Worth" means, with respect to any Person as of any date,
the sum of (i) the consolidated equity of the common stockholders of such Person
and its consolidated Restricted Subsidiaries as of such date plus (ii) the
respective amounts reported on such Person's balance sheet as of such date with
respect to any series of preferred stock (other than Disqualified Stock) that by
its terms is not entitled to the payment of dividends unless such dividends may
be declared and paid only out of net earnings in respect of the year of such
declaration and payment, but only to the extent of any cash received by such
Person upon issuance of such preferred stock, less (x) all write-ups (other than
write-ups resulting from foreign currency translations and write-ups of tangible
assets of a going concern business made within 12 months after the acquisition
of such business) subsequent to the date hereof in the book value of any asset
owned by such Person or a consolidated Restricted Subsidiary of such Person, (y)
all investments as of such date in unconsolidated Subsidiaries and in Persons
that are not Restricted Subsidiaries (except, in each case, Permitted
Investments), and (z) all unamortized debt discount and expense and unamortized
deferred charges as of such date, all of the foregoing determined in accordance
with GAAP.

      "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.02 hereof or such other address as to which the
Trustee may give notice to the Company.

      "Credit Facilities" means those certain credit facilities at the date
hereof between the Company and certain lenders providing for revolving credit on
the security of Mortgages Receivable in an aggregate amount up to $130 million,
including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, in each case as amended, modified,
restated, renewed, increased, supplemented, refunded, replaced or refinanced
from time to time, whether with the same or different lenders and in the same or
different amounts.

      "Default" means any event that is or with the passage of time or the
giving of notice or both would be an Event of Default.

      "Definitive Notes" means certificated Notes registered in the name of the
Holder thereof and issued in the form of Exhibit A hereto except that such Note
shall not bear the Global Note Legend and shall not have the "Schedule of
Exchanges of Interests in the Global Note" attached thereto.

      "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

      "Designated Senior Debt" means (i) any Indebtedness outstanding under the
Credit Facilities and (ii) any other Senior Debt permitted under this Indenture,
the principal amount of

                                       6
<PAGE>

which is $25 million or more and that has been designated by the Company as
"Designated Senior Debt."

      "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the Holder thereof, in whole or in part, on or prior to the date
that is 360 days after the date on which the Notes mature.

      "Domestic Restricted Subsidiary" means a Restricted Subsidiary that is not
formed, incorporated or organized in a jurisdiction outside the United States.

      "DZ Bank Facility" means that certain Receivables Loan and Security
Agreement dated as of October 30, 2000, together with all amendments,
restatements and/or extensions thereto, by and among the Company, Silverleaf
Finance I, Inc., a Delaware corporation, Autobahn Funding Company LLC, DZ Bank
AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main (formerly known as DG
Bank Deutsche Genossenschaftsbank AG), U.S. Bank Trust National Association, and
Wells Fargo Bank Minnesota, National Association, and related documents thereto.

      "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Existing Indebtedness" means up to $164.3 million in aggregate principal
amount of Indebtedness of the Company and its Restricted Subsidiaries (other
than Indebtedness under the Credit Facilities) in existence on the date hereof,
until such amounts are repaid.

      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect on the date hereof.

      "Global Note" means a Note in the form of Exhibit A bearing the Global
Note Legend and with the "Schedule of Exchanges of Interests in the Global Note"
attached thereto.

      "Global Note Legend" means the legend contained in footnote 1 of Exhibit A
which is to be placed on Global Notes.

      "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America and the payment for which the United
States pledges its full faith and credit.

                                       7
<PAGE>

      "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, letters of credit and
reimbursement agreements in respect thereof), of all or any part of any
Indebtedness.

      "Guarantors" means each of (i) Silverleaf Travel, Inc., a Texas
corporation, Silverleaf Berkshires, Inc., a Texas corporation, Silverleaf Resort
Acquisitions, Inc., a Texas corporation, Awards Verification Center, Inc., a
Texas corporation, eStarCommunications, Inc., a Texas corporation, Bull's Eye
Marketing, Inc., a Delaware corporation, People Really Win Sweepstakes, Inc., a
Texas corporation, and SLR Research, Inc., a Texas corporation and (ii) any
other Subsidiary that executes a Subsidiary Guarantee in accordance with the
provisions of this Indenture, and their respective successors and assigns.

      "Hedging Obligations" means, with respect to any Person, the obligations
of such Person under (i) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements and (ii) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates.

      "Holder" means a Person in whose name a Note is registered.

      "Indebtedness" means, with respect to any Person, any indebtedness of such
Person, whether or not contingent, in respect of borrowed money or evidenced by
bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) or banker's acceptances or
representing Capital Lease Obligations or the balance deferred and unpaid of the
purchase price of any property or representing any Hedging Obligations, except
any such balance that constitutes an accrued expense or trade payable, if and to
the extent any of the foregoing indebtedness (other than letters of credit and
Hedging Obligations) would appear as a liability upon a balance sheet of such
Person prepared in accordance with GAAP, as well as all indebtedness of others
secured by a Lien on any asset of such Person (whether or not such indebtedness
is assumed by such Person) and, to the extent not otherwise included, the
Guarantee by such Person of any indebtedness of any other Person. The amount of
any Indebtedness outstanding as of any date shall be (i) the accreted value
thereof, in the case of any Indebtedness that does not require current payments
of interest, and (ii) the principal amount thereof, together with any interest
thereon that is more than 30 days past due, in the case of any other
Indebtedness.

      "Indenture" means this Indenture, as amended or supplemented from time to
time.

      "Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including Guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP,
in each case excluding (i) Mortgages Receivable (ii) receivables from "Sampler"
contracts or lot or condominium sales, and (iii) management fees owed to the
Company by a Club or Clubs pursuant to the terms of a Management Agreement, the

                                       8
<PAGE>

payment of which is deferred pursuant to any net income limitations imposed by
such agreement. If the Company or any Restricted Subsidiary of the Company sells
or otherwise disposes of any Equity Interests of any direct or indirect
Restricted Subsidiary of the Company such that, after giving effect to any such
sale or disposition, such Person is no longer a Restricted Subsidiary of the
Company, the Company shall be deemed to have made an Investment on the date of
any such sale or disposition equal to the fair market value of the Equity
Interests of such Restricted Subsidiary not sold or disposed of in an amount
determined as provided in the final paragraph of Section 4.07 hereof.

      "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

      "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

      "Make-Whole Amount" means, with respect to any Note, an amount equal to
the excess, if any, of (a) the present value of the remaining principal,
premium, and interest payments that would be payable with respect to such Note
if such Note were redeemed on April 1, 2005, computed using a discount rate
equal to the Treasury Rate plus 75 basis points, over (b) the outstanding
principal amount of such Note.

      "Make-Whole Average Life" means, with respect to any date of acceleration
of Notes, the number of years (calculated to the nearest one-twelfth) from such
date to April 1, 2005.

      "Make-Whole Price" means, with respect to any Note, the greater of (a) the
sum of the principal amount of and Make-Whole Amount with respect to such Note,
and (b) the redemption price of such Note on April 1, 2005.

      "Management Agreement" means any agreement between the Company and a Club
or Clubs for the management of a Company resort or resorts.

      "Mortgages Receivable" means (i) the gross principal amount of notes
receivable of the Company and its Restricted Subsidiaries secured by Liens on
Vacation Intervals (including notes receivable secured by Vacation Intervals or
other comparable timeshare interests acquired by the Company and its Restricted
Subsidiaries), determined in accordance with the books and records of the
Company, and (ii) all related customer files, instruments or other assets.

      "Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain or loss,
together with any related provision for taxes

                                       9
<PAGE>

on (or tax benefit from) such gain or loss, realized in connection with (a) any
Asset Sale (including, without limitation, dispositions pursuant to sale and
leaseback transactions) or (b) the disposition of any securities by such Person
or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness
of such Person or any of its Restricted Subsidiaries and (ii) any extraordinary
or nonrecurring gain or loss, together with any related provision for taxes on
(or tax benefit from) such extraordinary or nonrecurring gain or loss.

      "Net Proceeds" means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale (including, without limitation, legal, accounting
and investment banking fees, and sales commissions) and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof (after
taking into account any available tax credits or deductions and any tax sharing
arrangements), amounts required to be applied to the repayment of Indebtedness
(other than the Credit Facilities or other revolving Indebtedness if there is no
corresponding permanent reduction in commitments with respect thereto) secured
by a Lien on the asset or assets that were the subject of such Asset Sale and
any reserve for adjustment in respect of the sale price of such asset or assets
established in accordance with GAAP.

      "Non-Recourse Debt" means Indebtedness (i) as to which neither the Company
nor any of its Restricted Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute
Indebtedness), (b) is directly or indirectly liable (as a guarantor or
otherwise), or (c) constitutes the lender and (ii) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Company or any of its Restricted Subsidiaries to declare a default on such other
Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity; and (iii) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of the
Company or any of its Restricted Subsidiaries.

      "Note Custodian" means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

      "Notes" means the 8% Senior Subordinated Notes due 2010 issued under this
Indenture.

      "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

      "Offering" means the offering and sale of the Notes by the Company
pursuant to the Exchange Offer.

      "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person.

                                       10
<PAGE>

      "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.

      "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 12.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.

      "Permitted Investments" means (a) any Investment in the Company or in a
Restricted Subsidiary of the Company; (b) any Investment in Cash Equivalents;
(c) any Investment by the Company or any Restricted Subsidiary of the Company in
a Person, if as a result of such Investment (i) such Person becomes a Wholly
Owned Restricted Subsidiary of the Company and a Guarantor that is engaged in
the same business as the Company and its Restricted Subsidiaries were engaged in
on the date hereof or a Related Business, or (ii) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially
all of its assets to, or is liquidated into, the Company or a Wholly Owned
Restricted Subsidiary of the Company that is a Guarantor and that is engaged in
the same line of business as the Company and its Restricted Subsidiaries were
engaged in on the date hereof or a Related Business; (d) any Restricted
Investment made as a result of the receipt of non-cash consideration from an
Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof;
(e) any acquisition of assets solely in exchange for the issuance of Equity
Interests (other than Disqualified Stock) of the Company; (f) payroll, travel,
and similar advances to cover matters that are expected at the time of such
advances ultimately to be treated as expenses for accounting purposes and that
are made in the ordinary course of business; (g) loans or advances to employees
made in the ordinary course of business consistent with past practices in an
aggregate amount outstanding at any one time not to exceed $500,000; (h) stock,
obligations, or securities received in settlement of debts created in the
ordinary course of business and owing to the Company or a Restricted Subsidiary;
(i) any Investment acquired by the Company or any of its Restricted Subsidiaries
(1) in exchange for any other Investment or receivable held by the Company of
any such Restricted Subsidiary in connection with or as a result of any
bankruptcy, workout, reorganization or recapitalization of the issuer of such
other Investment or receivable or (2) as a result of a foreclosure (or deed in
lieu of) by the Company or any of its Restricted Subsidiaries with respect to
any secured Investment or other transfer of title with respect to any secured
Investment in default; (j) Hedging Obligations permitted under Section 4.09
hereof; (k) all Investments existing on the date hereof; (l) Investments by the
Company or a Restricted Subsidiary in a Club or Clubs in an aggregate amount
outstanding at any one time not to exceed $2.0 million; (m) investments in a
Receivables Subsidiary, and (n) other Investments in any Person having an
aggregate fair market value (measured on the date each such Investment was made
and without giving effect to subsequent changes in value), when taken together
with all other Investments made pursuant to this clause that are at the time
outstanding, not to exceed $5.0 million.

      "Permitted Liens" means (i) Liens existing on the date hereof to the
extent and in the manner such Liens are in effect on such date; (ii) Liens
securing Senior Debt and Liens on assets securing Guarantees of Senior Debt, in
each case permitted to be incurred pursuant to this

                                       11
<PAGE>

Indenture, (iii) Liens (if any) securing the Notes and the Subsidiary
Guarantees; (iv) Liens securing Permitted Refinancing Indebtedness which is
incurred to refinance any Indebtedness which has been secured by a Lien
permitted under this Indenture and which has been incurred in accordance with
the provisions of this Indenture, provided, however, that such Liens are not
materially less favorable to the Holders and are not materially more favorable
to the Lien Holder with respect to such Liens than the Liens in respect of the
Indebtedness being refinanced; (v) Liens in favor of the Company or any Wholly
Owned Restricted Subsidiary; (vi) Liens on property of a Person existing at the
time such Person is merged into or consolidated with the Company or any
Restricted Subsidiary of the Company; provided that such Liens were in existence
prior to the contemplation of such merger or consolidation and do not extend to
any assets other than those of the Person merged into or consolidated with the
Company; (vii) Liens on property existing at the time of acquisition thereof by
the Company or any Restricted Subsidiary of the Company, provided that such
Liens were in existence prior to the contemplation of such acquisition; (viii)
Liens to secure the performance of statutory obligations, surety or appeal
bonds, performance bonds or other obligations of a like nature incurred in the
ordinary course of business; (ix) Liens for taxes, assessments or governmental
charges or claims that are not yet delinquent or that are being contested in
good faith by appropriate proceedings promptly instituted and diligently
concluded, provided that any reserve or other appropriate provision as shall be
required in conformity with GAAP shall have been made therefor; (x) Liens on
assets of Unrestricted Subsidiaries that secure Non-Recourse Debt of
Unrestricted Subsidiaries; (xi) Liens incurred in the ordinary course of
business of the Company or any Restricted Subsidiary of the Company with respect
to obligations that do not exceed $1.0 million at any one time outstanding and
that (a) are not incurred in connection with the borrowing of money or the
obtaining of advances or credit (other than trade credit in the ordinary course
of business) and (b) do not in the aggregate materially detract from the value
of the affected property or materially impair the use thereof in the operation
of business by the Company or such Restricted Subsidiary; and (xii) Liens on
assets of Receivables Subsidiaries.

      "Permitted Refinancing Indebtedness" means any Indebtedness or
Disqualified Stock of the Company or any of its Restricted Subsidiaries issued
in exchange for, or the net proceeds of which are used to extend, refinance,
renew, replace, defease or refund other Indebtedness of the Company or any of
its Restricted Subsidiaries; provided that: (i) the principal amount (or
accreted value, if applicable) of such Permitted Refinancing Indebtedness does
not exceed the principal amount of (or accreted value, if applicable), plus
accrued interest on, the Indebtedness so extended, refinanced, renewed,
replaced, defeased or refunded (plus the amount of reasonable expenses incurred
in connection therewith); (ii) such Permitted Refinancing Indebtedness has a
final maturity date the same as or later than the final maturity date of, and
has a Weighted Average Life to Maturity equal to or greater than the Weighted
Average Life to Maturity of, the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded; (iii) if the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded is subordinated in
right of payment to the Notes or the Subsidiary Guarantees, as applicable, such
Permitted Refinancing Indebtedness has a final maturity date later than the
final maturity date of, and is subordinated in right of payment to, the Notes
and the Subsidiary Guarantees, as applicable, on terms at least as favorable to
the Holders of Notes as those contained in the documentation governing the
Indebtedness being extended, refinanced, renewed, replaced, defeased or
refunded; and (iv) such Indebtedness is incurred either by the

                                       12
<PAGE>

Company or by the Restricted Subsidiary who is the obligor on the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded.

      "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or agency or political subdivision thereof (including any subdivision
or ongoing business of any such entity or substantially all of the assets of any
such entity, subdivision or business).

      "Receivables Subsidiary" of any Person means a Subsidiary which (i) is
established and continues to operate for the limited purpose of acquiring,
selling and financing Mortgages Receivable and related assets in connection with
receivables securitization or financing transactions and (ii) all of the
outstanding Capital Stock or other ownership interests of which (other than
directors' qualifying shares) shall at the time be owned by such Person or by
one or more Wholly Owned Restricted Subsidiaries of such Person.

      "Related Business" means, at any time, any business related, ancillary or
complementary (as determined in good faith by the Board of Directors) to the
business conducted by the Company and its Restricted Subsidiaries on the date
hereof.

      "Responsible Officer," when used with respect to the Trustee, means any
Officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other Officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
Officers and also means, with respect to a particular corporate trust matter,
any other Officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

      "Restricted Investment" means any Investment other than a Permitted
Investment.

      "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

      "SEC" means the Securities and Exchange Commission.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Senior Debt" means (i) all Indebtedness outstanding under Credit
Facilities, (ii) any other Indebtedness permitted to be incurred by the Company
or a Restricted Subsidiary under the terms of this Indenture, unless the
instrument under which such Indebtedness is incurred expressly provides that it
is on a parity with or subordinated in right of payment to the Notes or
Subsidiary Guarantees, as applicable, and (iii) all Obligations with respect to
the foregoing. Notwithstanding anything to the contrary in the foregoing, Senior
Debt will not include (u) the 6% Notes (v) the 10-1/2% Notes, (w) any liability
for federal, state, local or other taxes owed or owing by the Company, (x) any
Indebtedness of the Company or any Guarantor to the Company or any of their
respective Subsidiaries or other Affiliates, (y) any trade payables or (z) any
Indebtedness that is incurred in violation of this Indenture.

                                       13
<PAGE>

      "Significant Restricted Subsidiary" of a Person means any Significant
Subsidiary that is a Restricted Subsidiary.

      "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date of
this Indenture.

      "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

      "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

      "Subsidiary Guarantees" means, individually and collectively, the
Guarantees given by the Guarantors pursuant to Article 11 hereof, including a
notation in the Notes substantially in the form attached hereto as Exhibit A-1.

      "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

      "Treasury Rate" means, at any time of computation, the yield to maturity
at such time (as compiled by and published in the most recent Federal Reserve
Statistical Release H.15(519), which has become publicly available at least two
business days prior to the date of acceleration of the Notes, or if such
Statistical Release is no longer published, any publicly available source of
similar market data) of United States Treasury securities with a constant
maturity most nearly equal to the Make-Whole Average Life; provided, however,
that if the Make-Whole Average Life is not equal to the constant maturity of the
United States Treasury security for which a weekly average yield is given, the
Treasury Rate shall be obtained by linear interpolation (calculated to the
nearest one-twelfth of a year) from the weekly average yields of United States
Treasury securities for which such yields are given, except that if the
Make-Whole Average Life is less than one year, the weekly average yield on
actually traded United States Treasury securities adjusted to a constant
maturity of one year shall be used.

      "Trustee" means the party named as such above until a successor replaces
it in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

                                       14
<PAGE>

      "Unrestricted Subsidiary" means (i) any Subsidiary that is designated by
the Board of Directors as an Unrestricted Subsidiary pursuant to a Board
Resolution; but only to the extent that such Subsidiary: (a) has no Indebtedness
other than Non-Recourse Debt; (b) is not party to any agreement, contract,
arrangement or understanding with the Company or any Restricted Subsidiary of
the Company unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted Subsidiary
than those that might be obtained at the time from Persons who are not
Affiliates of the Company; (c) is a Person with respect to which neither the
Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation (x) to subscribe for additional Equity Interests or (y) to maintain
or preserve such Person's financial condition or to cause such Person to achieve
any specified levels of operating results; (d) has not guaranteed or otherwise
directly or indirectly provided credit support for any Indebtedness of the
Company or any of its Restricted Subsidiaries; and (e) has at least one director
on its Board of Directors that is not a director or executive officer of the
Company or any of its Restricted Subsidiaries and has at least one executive
officer that is not a director or executive officer of the Company or any of its
Restricted Subsidiaries; or (ii) any Receivables Subsidiary.

      "Vacation Interval" means an interest entitling the holder to use, for a
limited period on an annual or other recurrent basis, a lodging unit, together
with associated privileges and rights, at a Company resort, including, without
limitation, a fee interest, a leasehold, a vendee's interest under a contract of
deed, or other interest based on a floating period or points based system.

      "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

      "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

      "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries
of such Person.

SECTION 1.02. OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                                                   Defined in
                    Term                            Section
<S>                                                <C>
"Affiliate Transaction"..................            4.11
</TABLE>

                                       15
<PAGE>

<TABLE>
<S>                                                  <C>
"Asset Sale Offer".......................            3.09

"Authentication Order"...................            2.02

"Change of Control Offer"................            4.15

"Change of Control Payment"..............            4.15

"Change of Control Payment Date".........            4.15

"Covenant Defeasance"....................            8.03

"Event of Default".......................            6.01

"Excess Proceeds"........................            4.10

"incur"..................................            4.09

"Legal Defeasance".......................            8.02

"Offer Amount"...........................            3.09

"Offer Period"...........................            3.09

"Paying Agent"...........................            2.03

"Permitted Debt".........................            4.09

"Purchase Date"..........................            3.09

"Registrar"..............................            2.03

"Restricted Payments"....................            4.07
</TABLE>

SECTION 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

      Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

      The following TIA terms used in this Indenture have the following
meanings:

      "indenture securities" means the Notes and the Subsidiary Guarantees;

      "indenture security Holder" means a Holder of a Note;

      "indenture to be qualified" means this Indenture;

      "indenture trustee" or "institutional trustee" means the Trustee;

                                       16
<PAGE>

      "obligor" on the Notes and the Subsidiary Guarantees means the Company and
the Guarantors, respectively, and any successor obligor upon the Notes and the
Subsidiary Guarantees, respectively.

      All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

SECTION 1.04. RULES OF CONSTRUCTION.

      Unless the context otherwise requires:

      (1) a term has the meaning assigned to it;

      (2) an accounting term not otherwise defined has the meaning assigned to
it in accordance with GAAP;

      (3) "or" is not exclusive;

      (4) words in the singular include the plural, and in the plural include
the singular;

      (5) provisions apply to successive events and transactions; and

      (6) references to sections of or rules under the Securities Act shall be
deemed to include substitute, replacement of successor sections or rules adopted
by the SEC from time to time.

                                   ARTICLE 2.

                                    THE NOTES

SECTION 2.01. FORM AND DATING.

            (a) General. The Notes and the Trustee's certificate of
      authentication in respect thereof shall be substantially in the form of
      Exhibit A hereto, the terms of which are incorporated in and made part of
      this Indenture. The Subsidiary Guarantees shall be substantially in the
      form of Exhibit A-1, the terms of which are incorporated in and made part
      of this Indenture. The Notes may have notations, legends or endorsements
      required by law, stock exchange rule or usage. Each Note shall be dated
      the date of its authentication. The Notes shall be in denominations of
      $500 and integral multiples thereof.

            The terms and provisions contained in the Notes shall constitute,
      and are hereby expressly made, a part of this Indenture and the Company,
      the Guarantors and the Trustee, by their execution and delivery of this
      Indenture, expressly agree to such terms and provisions and to be bound
      thereby. However, to the extent any provision of any Note or Subsidiary
      Guarantee conflicts with the express provisions of this Indenture, the
      provisions of this Indenture shall govern and be controlling.

                                       17
<PAGE>

            (b) Global Notes. Notes shall be issued initially in the form of one
      or more Global Notes in definitive, fully registered form without interest
      coupons, which shall be deposited on behalf of the purchasers of the Notes
      represented thereby with the Trustee, at the Corporate Trust Office of the
      Trustee, as custodian for the Depositary (or with such other custodian as
      the Depositary may direct), and registered in the name of Cede & Co., as
      nominee of the Depositary, duly executed by the Company and authenticated
      and delivered by the Trustee as hereinafter provided. Each Global Note
      shall represent such of the outstanding Notes as shall be specified
      therein and each shall provide that it shall represent the aggregate
      principal amount of the outstanding Notes from time to time endorsed
      thereon and that the aggregate principal amount of outstanding Notes
      represented thereby may from time to time be reduced or increased, as
      appropriate, to reflect exchanges and redemptions. Any endorsement of a
      Global Note to reflect the amount of any increase or decrease in the
      aggregate amount of outstanding Notes represented thereby shall be made by
      the Trustee or the Note Custodian, at the direction of the Trustee.

            (c) Certificated Securities. Except as provided in Section 2.06(a),
      owners of beneficial interests in Global Notes will not be entitled to
      receive physical delivery of Definitive Notes.

SECTION 2.02. EXECUTION AND AUTHENTICATION.

      Two Officers shall sign the Notes for the Company by manual or facsimile
signature. The Company's seal shall be reproduced on the Notes and may be in
facsimile form.

      If an Officer whose signature is on a Note no longer holds that office at
the time a Note is authenticated, the Note shall nevertheless be valid.

      A Note shall not be valid until authenticated by the manual signature of
the Trustee. The signature shall be conclusive evidence that the Note has been
authenticated under this Indenture.

      The Trustee shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to the aggregate principal amount stated in paragraph 4 of the Notes. The
aggregate principal amount of Notes outstanding at any time may not exceed such
amount except as provided in Section 2.07 hereof.

      The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company or an Affiliate of the Company
or any of their respective Subsidiaries.

SECTION 2.03. REGISTRAR AND PAYING AGENT.

           The Company shall maintain an office or agency where Notes may be
presented or surrendered for registration of transfer or for exchange
("Registrar") and an office or agency where Notes may be presented for payment
("Paying Agent"). The Registrar shall keep a

                                       18
<PAGE>

register of the Notes and of their transfer and exchange. The Company may
appoint one or more co-registrars and one or more additional paying agents. The
term "Registrar" includes any co-registrar and the term "Paying Agent" includes
any additional paying agent. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company shall notify the Trustee in
writing of the name and address of any Agent not a party to this Indenture. If
the Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may
act as Paying Agent or Registrar.

      The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Notes.

      The Company initially appoints the Trustee to act as the Registrar and
Paying Agent in connection with the Notes and to act as Note Custodian with
respect to the Global Notes.

SECTION 2.04. PAYING AGENT TO HOLD MONEY IN TRUST.

      The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, and premium, if any, or interest on the Notes, and will notify the
Trustee of any default by the Company or any Guarantor in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee and to account for any assets
distributed. The Company at any time may require a Paying Agent to pay all money
held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent
(if other than the Company or a Subsidiary) shall have no further liability for
the money. If the Company, a Guarantor or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
or the Trustee all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to the Company or any Guarantor, the Trustee
shall serve as Paying Agent for the Notes.

SECTION 2.05. HOLDER LISTS.

      The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company and/or the Guarantors shall cause the
Registrar to furnish to the Trustee at least seven Business Days before each
interest payment date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of Notes and the Company and
the Guarantors shall otherwise comply with TIA Section 312(a).

SECTION 2.06. TRANSFER AND EXCHANGE.

            (a) Transfer and Exchange of Global Notes. Global Notes may not be
      transferred as a whole except by the Depositary to a nominee of the
      Depositary, by a nominee of the Depositary to the Depositary or to another
      nominee of the Depositary, or

                                       19
<PAGE>

      by the Depositary or any such nominee to a successor Depositary or a
      nominee of such successor Depositary. Global Notes may be exchanged for
      Definitive Notes only if (i) the Depositary (x) notifies the Company that
      it is unwilling or unable to continue as depositary for the Global Notes
      and the Company thereupon fails to appoint a successor depositary within
      90 days or (y) has ceased to be a clearing agency registered under the
      Exchange Act, (ii) the Company, in its sole discretion, determines that
      the Global Notes (in whole but not in part) should be exchanged for
      Definitive Notes and delivers a written notice to such effect to the
      Trustee or (iii) there shall have occurred and be continuing a Default or
      an Event of Default with respect to the Notes. Upon the occurrence of any
      of the preceding events in (i), (ii) or (iii) above, (x) the Company shall
      execute and, upon receipt of an Authentication Order, the Trustee shall
      authenticate and deliver, Definitive Notes in an aggregate principal
      amount equal to the principal amount of the Global Notes in exchange for
      such Global Notes, and (y) Definitive Notes shall be issued in such names
      and issued in any approved denominations as the Depositary shall instruct
      the Trustee. At such time as all beneficial interests in Global Notes have
      been exchanged for Definitive Notes pursuant to this Section 2.06(a),
      redeemed, repurchased or cancelled, all Global Notes shall be returned to
      or retained and cancelled by the Trustee in accordance with Section 2.11
      hereof. Global Notes also may be exchanged or replaced, in whole or in
      part, as provided in Sections 2.07 and 2.10 hereof. A Global Note may not
      be exchanged for another Note except as provided in this Section 2.06(a).

            (b) Transfer and Exchange of Beneficial Interests in the Global
      Notes. Nothing in this Indenture precludes the transfer and exchange of
      beneficial interests in the Global Notes by lawful means and in accordance
      with any applicable provisions of this Indenture and any applicable
      procedures of the Depositary.

            (c) General Provisions Relating to Transfers and Exchanges.

                  (i) To permit registrations of transfers and exchanges,
            subject to this Section 2.06, the Company shall execute and, upon
            receipt of an Authentication Order, the Trustee shall authenticate
            Global Notes and Definitive Notes upon the Company or the
            Registrar's request.

                  (ii) No service charge shall be made to a Holder of a
            beneficial interest in a Global Note or to a Holder of a Definitive
            Note for any registration of transfer or exchange, but the Company
            may require payment of a sum sufficient to cover any transfer tax or
            similar governmental charge payable in connection therewith (other
            than any such transfer taxes or similar governmental charge payable
            upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09,
            4.10, 4.15 and 9.05 hereof).

                  (iii) The Registrar shall register the transfer or make the
            exchange if its requirements for such transactions are met;
            provided, however, that any Note presented or surrendered for
            registration of transfer or exchange shall be duly endorsed or
            accompanied by a written instruction of transfer in form
            satisfactory to the Registrar and the Trustee duly executed by the
            Holder thereof or by his attorney duly authorized in writing.

                                       20
<PAGE>

                  (iv) All Global Notes and Definitive Notes issued upon any
            registration of transfer or exchange of Global Notes or Definitive
            Notes shall be the valid Obligations of the Company, evidencing the
            same debt, and entitled to the same benefits under this Indenture,
            as the Global Notes or Definitive Notes surrendered upon such
            registration of transfer or exchange.

                  (v) The Company shall not be required (A) to issue, to
            register the transfer of or to exchange any Notes during a period
            beginning at the opening of business 15 days before the day of any
            selection of Notes for redemption under Section 3.02 hereof and
            ending at the close of business on the day of selection or (B) to
            register the transfer of or to exchange any Note so selected for
            redemption in whole or in part, except the unredeemed portion of any
            Note being redeemed in part.

                  (vi) Prior to due presentment for the registration of a
            transfer of any Note, the Trustee, any Agent and the Company may
            deem and treat the Person in whose name any Note is registered as
            the absolute owner of such Note for the purpose of receiving payment
            of principal of and interest on such Notes and for all other
            purposes, and none of the Trustee, any Agent or the Company shall be
            affected by notice to the contrary.

                  (vii) The Trustee shall authenticate Global Notes and
            Definitive Notes in accordance with the provisions of Section 2.02
            hereof.

                  (viii) All certifications, certificates and Opinions of
            Counsel required to be submitted to the Registrar pursuant to this
            Section 2.06 to effect a registration of transfer or exchange may be
            submitted by facsimile.

SECTION 2.07. REPLACEMENT NOTES

      If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

      Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

SECTION 2.08. OUTSTANDING NOTES.

      The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those cancelled by it, those delivered to it for cancellation
and those described in this Section

                                       22
<PAGE>

as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof.

      If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

      If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue.

      If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, then on and after that date such Notes shall
be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.09. TREASURY NOTES.

      In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10. TEMPORARY NOTES

      Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes.

      Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

SECTION 2.11. CANCELLATION.

      The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
cancelled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all cancelled Notes shall be delivered
to the Company. The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.

                                       22
<PAGE>

SECTION 2.12. DEFAULTED INTEREST.

      If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                   ARTICLE 3.

                            REDEMPTION AND PREPAYMENT

SECTION 3.01. NOTICES TO TRUSTEE.

      If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it shall furnish to the Trustee, at least 45
days but not more than 60 days before a redemption date (unless a shorter notice
shall be satisfactory to the Trustee), an Officers' Certificate setting forth
(a) the clause of this Indenture pursuant to which the redemption shall occur,
(b) the redemption date, (c) the principal amount of Notes to be redeemed and
(d) the redemption price.

SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED.

      If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee shall select the Notes to be redeemed or
purchased among the Holders of the Notes in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

      The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $500 or whole multiples of $500.

SECTION 3.03. NOTICE OF REDEMPTION.

      Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company shall mail or cause to
be mailed, by first class

                                       23
<PAGE>

mail, a notice of redemption to each Holder whose Notes are to be redeemed at
its registered address.

      The notice shall identify the Notes to be redeemed and shall state:

            (a) the redemption date;

            (b) the redemption price;

            (c) if any Note is being redeemed in part, the portion of the
      principal amount of such Note to be redeemed and that, after the
      redemption date upon surrender of such Note, a new Note or Notes in
      principal amount equal to the unredeemed portion shall be issued upon
      cancellation of the original Note;

            (d) the name and address of the Paying Agent;

            (e) that Notes called for redemption must be surrendered to the
      Paying Agent to collect the redemption price;

            (f) that, unless the Company defaults in making such redemption
      payment, interest on Notes called for redemption ceases to accrue on and
      after the redemption date;

            (g) the paragraph of the Notes and/or Section of this Indenture
      pursuant to which the Notes called for redemption are being redeemed; and

            (h) that no representation is made as to the correctness or accuracy
      of the CUSIP number, if any, listed in such notice or printed on the
      Notes.

      At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
shall have delivered to the Trustee, at least 45 days prior to the redemption
date, an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION.

      Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

SECTION 3.05. DEPOSIT OF REDEMPTION PRICE.

      One Business Day prior to the redemption date, the Company shall deposit
with the Trustee or with the Paying Agent money sufficient to pay the redemption
price of and accrued interest on all Notes to be redeemed on that date. The
Trustee or the Paying Agent shall promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued interest on, all
Notes to be redeemed.

                                       24
<PAGE>

      If the Company complies with the provisions of the preceding paragraph, on
and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

SECTION 3.06. NOTES REDEEMED IN PART.

      Upon surrender of a Note that is redeemed in part, the Company shall issue
and, upon the Company's written request, the Trustee shall authenticate for the
Holder at the expense of the Company a new Note equal in principal amount to the
unredeemed portion of the Note surrendered.

SECTION 3.07. OPTIONAL REDEMPTION.

            (a) The Company shall have the option to redeem the Notes, in whole
      or in part, upon not less than 30 nor more than 60 days' notice at the
      redemption prices (expressed as percentages of principal amount) set forth
      below plus accrued and unpaid interest thereon, if any, to the applicable
      redemption date, if redeemed during the twelve-month period beginning on
      April 1 of the years indicated below:

<TABLE>
<CAPTION>
                Year                         Percentage
                ----                         ----------
<C>                                          <C>
2005....................................      105.250%
2006....................................      103.500%
2007....................................      101.750%
2008 and thereafter.....................      100.000%
</TABLE>

            (b) Any redemption pursuant to this Section 3.07 shall be made
      pursuant to the provisions of Section 3.01 through 3.06 hereof.

SECTION 3.08. MANDATORY REDEMPTION.

      Except as set forth under Sections 4.10 and 4.15 hereof, the Company shall
not be required to make mandatory redemption payments with respect to the Notes.

SECTION 3.09. OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

      In the event that, pursuant to Section 4.10 hereof, the Company shall be
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it shall follow the procedures specified below.

                                       25
<PAGE>

      The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

      If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

      Upon the commencement of an Asset Sale Offer, the Company shall send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

            (a) that the Asset Sale Offer is being made pursuant to this Section
      3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer
      shall remain open;

            (b) the Offer Amount, the purchase price and the Purchase Date;

            (c) that any Note not tendered or accepted for payment shall
      continue to accrete or accrue interest;

            (d) that, unless the Company defaults in making such payment, any
      Note accepted for payment pursuant to the Asset Sale Offer shall cease to
      accrete or accrue interest after the Purchase Date;

            (e) that Holders electing to have a Note purchased pursuant to an
      Asset Sale Offer may only elect to have Notes purchased in integral
      multiples of $500 only;

            (f) that Holders electing to have a Note purchased pursuant to any
      Asset Sale Offer shall be required to surrender the Note, with the form
      entitled "Option of Holder to Elect Purchase" on the reverse of the Note
      completed, or transfer by book-entry transfer, to the Company, a
      depositary, if appointed by the Company, or a Paying Agent at the address
      specified in the notice at least three days before the Purchase Date;

            (g) that Holders shall be entitled to withdraw their election if the
      Company, the depositary or the Paying Agent, as the case may be, receives,
      not later than the expiration of the Offer Period, a telegram, telex,
      facsimile transmission or letter setting forth the name of the Holder, the
      principal amount of the Note the Holder delivered for purchase and a
      statement that such Holder is withdrawing his election to have such Note
      purchased;

                                       26
<PAGE>

            (h) that, if the aggregate principal amount of Notes surrendered by
      Holders exceeds the Offer Amount, the Company shall select the Notes to be
      purchased on a pro rata basis (with such adjustments as may be deemed
      appropriate by the Company so that only Notes in denominations of $500, or
      integral multiples thereof, shall be purchased); and

            (i) that Holders whose Notes were purchased only in part shall be
      issued new Notes equal in principal amount to the unpurchased portion of
      the Notes surrendered.

      On or before the Purchase Date, the Company shall, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and
shall deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as
the case may be, shall promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company shall promptly issue a new Note, and the
Trustee, upon written request from the Company shall authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

      Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.

                                    COVENANTS

SECTION 4.01. PAYMENT OF NOTES.

      The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess
of the then applicable interest rate on the Notes to the extent lawful; it shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace period) at the same rate to the extent lawful.

                                       27
<PAGE>

SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.

      The Company shall maintain in the Borough of Manhattan, the City of New
York (or at such other location where the Trustee maintains an office), an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

      The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
the City of New York (or at such other location where the Trustee maintains an
office) for such purposes. The Company shall give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

      The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.03 hereof.

SECTION 4.03. REPORTS.

      Whether or not required by the rules and regulations of the Securities and
Exchange Commission (the "Commission"), so long as any Notes are outstanding,
the Company and the Guarantors shall furnish to the Holders of Notes (i) all
quarterly and annual financial information that would be required to be
contained in a filing with the Commission on Forms 10-Q and 10-K on behalf of
the Company and the Guarantors were such Forms required to be filed in
consequence of the Notes, including a "Management's Discussion and Analysis of
Financial Condition and Results of Operations" that describes the financial
condition and results of operations of the Company and its consolidated
Subsidiaries (showing in reasonable detail, either on the face of the financial
statements or in the footnotes thereto and in Management's Discussion and
Analysis of Financial Condition and Results of Operations, the financial
condition and results of operations of the Company and its Restricted
Subsidiaries separate from the financial condition and results of operations of
the Unrestricted Subsidiaries of the Company), and, with respect to the annual
information only, a report thereon by the Company's independent certified public
accountants, and (ii) all current reports that would be required to be filed
with the Commission on Form 8-K if the Company were required to file such
reports, in each case, within the time periods specified in the SEC's rules and
regulations. In addition, whether or not required by the rules and regulations
of the SEC, the Company shall file a copy of all such information with the
Commission for public availability within the time periods specified in the
SEC's rules and regulations. The Company and the Guarantors shall at all times
comply with TIA Section 314(a).

                                       28
<PAGE>

SECTION 4.04. COMPLIANCE CERTIFICATE.

            (a) The Company and each Guarantor (to the extent that such
      Guarantor is so required under the TIA) shall deliver to the Trustee,
      within 90 days after the end of each fiscal year, an Officers' Certificate
      stating that a review of the activities of the Company and its
      Subsidiaries during the preceding fiscal year has been made under the
      supervision of the signing Officers with a view to determining whether the
      Company has kept, observed, performed and fulfilled its obligations under
      this Indenture, and further stating, as to each such Officer signing such
      certificate, that to the best of his or her knowledge the Company has
      kept, observed, performed and fulfilled each and every covenant contained
      in this Indenture and is not in default in the performance or observance
      of any of the terms, provisions and conditions of this Indenture (or, if a
      Default or Event of Default shall have occurred, describing all such
      Defaults or Events of Default of which he or she may have knowledge and
      what action the Company is taking or proposes to take with respect
      thereto) and that to the best of his or her knowledge no event has
      occurred and remains in existence by reason of which payments on account
      of the principal of or interest, if any, on the Notes is prohibited or if
      such event has occurred, a description of the event and what action the
      Company is taking or proposes to take with respect thereto.

            (b) So long as not contrary to the then current recommendations of
      the American Institute of Certified Public Accountants, the year-end
      financial statements delivered pursuant to Section 4.03 above shall be
      accompanied by a written statement of the Company's independent public
      accountants (who shall be a firm of established national reputation) that
      in making the examination necessary for certification of such financial
      statements, nothing has come to their attention that would lead them to
      believe that the Company has violated any provisions of Article 4 or
      Article 5 hereof or, if any such violation has occurred, specifying the
      nature and period of existence thereof, it being understood that such
      accountants shall not be liable directly or indirectly to any Person for
      any failure to obtain knowledge of any such violation.

            (c) The Company shall, so long as any of the Notes are outstanding,
      deliver to the Trustee, forthwith upon any Officer becoming aware of any
      Default or Event of Default, an Officers' Certificate specifying such
      Default or Event of Default and what action the Company is taking or
      proposes to take with respect thereto.

SECTION 4.05. TAXES.

      The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

SECTION 4.06. STAY, EXTENSION AND USURY LAWS.

      The Company and each of the Guarantors covenants (to the extent that it
may lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the

                                       29
<PAGE>

benefit or advantage of, any stay, extension or usury law wherever enacted, now
or at any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and the Company and each of the Guarantors (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it shall not, by resort to any
such law, hinder, delay or impede the execution of any power herein granted to
the Trustee, but shall suffer and permit the execution of every such power as
though no such law has been enacted.

SECTION 4.07. RESTRICTED PAYMENTS.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving the Company) or
to the direct or indirect holders of the Company's or any of its Restricted
Subsidiaries' Equity Interests in their capacity as such (other than dividends
or distributions payable in Equity Interests (other than Disqualified Stock) of
the Company and dividends and distributions payable solely to the Company or to
a Guarantor); (ii) purchase, redeem or otherwise acquire or retire for value
(including without limitation, in connection with any merger or consolidation
involving the Company) any Equity Interests of the Company or any direct or
indirect parent of the Company; (iii) make any payment on or with respect to, or
purchase, redeem, defease or otherwise acquire or retire for value any
Indebtedness that is subordinate to the Notes or the Subsidiary Guarantees,
except a payment of interest or principal at Stated Maturity; or (iv) make any
Restricted Investment (all such payments and other actions set forth in clauses
(i) through (iv) above being collectively referred to as "Restricted Payments"),
unless, at the time of and after giving effect to such Restricted Payment:

            (a) no Default or Event of Default shall have occurred and be
      continuing or would occur as a consequence thereof; and

            (b) the Company would, at the time of such Restricted Payment and
      after giving pro forma effect thereto as if such Restricted Payment had
      been made at the beginning of the applicable reference period set forth in
      the first paragraph of Section 4.09 hereof, have been permitted to incur
      at least $1.00 of additional Indebtedness pursuant to the Consolidated
      Coverage Ratio test set forth in such Section 4.09; and

            (c) such Restricted Payment, together with the aggregate amount of
      all other Restricted Payments made by the Company and its Restricted
      Subsidiaries after the date hereof (excluding Restricted Payments
      permitted by clause (ii) of the next succeeding paragraph), is less than
      the sum of (i) 50% of the Consolidated Net Income of the Company for the
      period (taken as one accounting period) from the date hereof to the end of
      the Company's most recently ended fiscal quarter for which internal
      financial statements are available at the time of such Restricted Payment
      (or, if such Consolidated Net Income for such period is a deficit, less
      100% of such deficit), plus (ii) 100% of the aggregate net cash proceeds
      received by the Company from the issue or sale since the date of this
      Indenture of Equity Interests of the Company (other than Disqualified
      Stock) or of Disqualified Stock or debt securities of the Company that
      have been converted into

                                       30
<PAGE>

      or exchanged for such Equity Interests (other than Equity Interests (or
      Disqualified Stock or debt securities) sold to a Restricted Subsidiary of
      the Company and other than Disqualified Stock or debt securities that have
      been converted into or exchanged for Disqualified Stock), plus (iii) to
      the extent that any Unrestricted Subsidiary is redesignated as a
      Restricted Subsidiary after the date hereof, the fair market value of the
      Company's Investment in such Subsidiary as of the date of such
      redesignation; provided, however, that the foregoing amount shall not
      exceed the amount of Investments made (and treated as a Restricted
      Investment) by the Company or any Restricted Subsidiary in such
      Unrestricted Subsidiary, plus (iv) an amount equal to the net reduction in
      Investments (other than Permitted Investments) made by the Company or any
      Restricted Subsidiaries in any Person resulting from dividends or
      distributions on, or repurchases or redemptions of, such Investments by
      such Person, net cash proceeds realized upon the sale of such Investment
      to an unaffiliated purchaser, reductions in obligations of such Person
      guaranteed by, and repayments of loans or advances or other transfers of
      assets by such Person to, the Company or a Restricted Subsidiary,
      provided, however, that no amount shall be included under this clause (iv)
      to the extent it is already included in Consolidated Net Income.

      The foregoing provisions will not prohibit (i) the payment of any dividend
within 60 days after the date of declaration thereof, if at said date of
declaration such payment would have complied with the provisions of this
Indenture; (ii) the redemption, repurchase, retirement, defeasance or other
acquisition of any subordinated Indebtedness or Equity Interests of the Company
in exchange for, or out of the net cash proceeds of the substantially concurrent
sale (other than to a Restricted Subsidiary of the Company) of, other Equity
Interests of the Company (other than any Disqualified Stock); provided that the
amount of any such net cash proceeds that are utilized for any such redemption,
repurchase, retirement, defeasance or other acquisition shall be excluded from
clause (c) (ii) of the preceding paragraph; (iii) the defeasance, redemption,
repurchase or other acquisition of subordinated Indebtedness with the net cash
proceeds from an incurrence of Permitted Refinancing Indebtedness; (iv) the
defeasance, redemption, repurchase or other acquisition of subordinated
Indebtedness with Excess Proceeds remaining after an Asset Sale Offer; (v) the
payment of any dividend by a Restricted Subsidiary of the Company to the holders
of its respective Equity Interests on a pro rata basis; (vi) repurchases of
Equity Interests of the Company deemed to occur upon exercise of employee
options, warrants or rights if such Equity Interests represent a portion of the
exercise price of or withholding tax due upon exercise of such options, warrants
or rights; (vii) the repurchase, redemption or other acquisition or retirement
for value of any Equity Interests of the Company or any Restricted Subsidiary
held by any employee or former employee pursuant to the terms of any of the
Company's or such Restricted Subsidiaries' benefit plans or arrangements;
provided that the aggregate price paid for all such repurchased, redeemed,
acquired or retired Equity Interests shall not exceed $1.0 million in any
twelve-month period and $5.0 million in the aggregate and no Default or Event of
Default shall have occurred and be continuing immediately after such
transaction; (viii) the purchase, defeasance or other acquisition or retirement
of all or part of the 10-1/2% Notes at a cost no more than 10% of the face value
of the 10-1/2% Notes so acquired but only if the Company is permitted under
Article 10 hereof to make any payment or other distribution to the Trustee or
any Holder in respect of the Obligations hereunder; and (ix) additional
Restricted Payments in an amount not to exceed $5.0 million in the aggregate.

                                       31
<PAGE>

      The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any non-cash Restricted Payment shall be determined by the Board
of Directors whose resolution with respect thereto shall be delivered to the
Trustee, such determination to be based upon an opinion or appraisal issued by
an accounting, appraisal or investment banking firm of national standing if such
fair market value exceeds $1.0 million. Not later than the date of making any
Restricted Payment, the Company shall deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this Section 4.07 were
computed, which calculations may be based upon the Company's latest available
financial statements, together with a copy of any fairness opinion or appraisal
required by this Indenture.

SECTION 4.08. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
              SUBSIDIARIES.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to (a)(i) pay dividends or make any other distributions to
the Company or any of its Restricted Subsidiaries (A) on its Capital Stock or
(B) with respect to any other interest or participation in, or measured by, its
profits or (ii) pay any Indebtedness owed to the Company or any of its
Restricted Subsidiaries, (b) make loans or advances to the Company or any of its
Restricted Subsidiaries or (c) transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries, except for such encumbrances or
restrictions existing under or by reason of (i) Existing Indebtedness as in
effect on the date of this Indenture, (ii) this Indenture and the Notes, (iii)
applicable law, (iv) any instrument governing Indebtedness or Capital Stock of a
Person acquired by the Company or any of its Restricted Subsidiaries as in
effect at the time of such acquisition (except to the extent such Indebtedness
was incurred in connection with or in contemplation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired, provided that, in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be incurred, (v) by
reason of customary non-assignment provisions in leases entered into in the
ordinary course of business and consistent with past practices, (vi) purchase
money obligations for property acquired in the ordinary course of business that
impose restrictions of the nature described in clause (c) above on the property
so acquired, (vii) Permitted Refinancing Indebtedness, provided that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive than those contained in the agreements
governing the Indebtedness being refinanced, (viii) restrictions contained in
security agreements or mortgages to the extent such restrictions restrict the
transfer of the property or assets subject to such security agreements or
mortgages, (ix) any restriction with respect to a Restricted Subsidiary imposed
pursuant to an agreement entered into for the sale or disposition of all or
substantially all of the capital stock or assets of such Restricted Subsidiary
pending the closing of the sale of such sale or disposition, or (x) any
restriction in any agreement that is not more restrictive than the restrictions
in the Credit Facilities as in effect on the date of this Indenture and such
restrictions contained in the Credit Facilities on the date of this Indenture.

                                       32
<PAGE>

SECTION 4.09. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt) and the Company and the Guarantors shall not issue any Disqualified Stock
and the Company shall not permit any of its Restricted Subsidiaries which are
not Guarantors to issue any shares of preferred stock other than to the Company
or to a Wholly Owned Restricted Subsidiary which is a Guarantor, provided that
any subsequent issuance or transfer of Capital Stock that results in such
Guarantor ceasing to be a Wholly Owned Restricted Subsidiary or any subsequent
transfer of such preferred stock (other than to the Company or another Wholly
Owned Restricted Subsidiary which is a Guarantor) will be deemed, in each case,
to be the issuance of such preferred stock by the issuer thereof; provided,
however, that the Company and any Guarantor may incur Indebtedness (including
Acquired Debt) or issue shares of Disqualified Stock if the Consolidated
Coverage Ratio for the four most recently ended calendar quarters is at least
1.25:1.

      The Consolidated Coverage Ratio shall be determined on a pro forma basis
(including a pro forma application of the net proceeds from such Indebtedness or
Disqualified Stock), as if the additional Indebtedness had been incurred, or the
Disqualified Stock had been issued, as the case may be, at the beginning of the
four-quarter period. The most recently ended calendar quarters shall be
determined on the basis of the Company's calendar quarters for which internal
financial statements are available immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock is issued.

      The foregoing limitations shall not apply to the incurrence of any of the
following items of Indebtedness (collectively, "Permitted Debt"):

                  (i) the incurrence by the Company or its Restricted
            Subsidiaries of Indebtedness secured by Mortgages Receivable;

                  (ii) the incurrence by the Company or any of its Restricted
            Subsidiaries of Indebtedness represented by Capital Lease
            Obligations, mortgage financings or purchase money obligations, in
            each case incurred for the purpose of financing all or any part of
            the purchase price or cost of construction or improvement of
            property, plant, equipment, land or inventory used or held for sale
            in the business of the Company or such Restricted Subsidiary, in an
            aggregate principal amount outstanding for the Company and its
            Restricted Subsidiaries not to exceed $5.0 million at any time
            outstanding;

                  (iii) the incurrence by the Company or any of its Restricted
            Subsidiaries of Indebtedness in connection with the acquisition of
            assets or a new Restricted Subsidiary; provided that such
            Indebtedness was incurred by the prior owner of such assets or such
            Restricted Subsidiary prior to such acquisition by the Company or
            one of its Restricted Subsidiaries and was not incurred in
            connection with, or in contemplation of, such acquisition by the
            Company or one of its Restricted Subsidiaries; and provided further
            that the principal amount (or

                                       33
<PAGE>

            accreted value, as applicable) of such Indebtedness, together with
            any other outstanding Indebtedness incurred pursuant to this clause
            (iii), does not exceed $5.0 million;

                  (iv) the incurrence by the Company or any of its Restricted
            Subsidiaries of Permitted Refinancing Indebtedness in exchange for,
            or the net proceeds of which are used to refund, refinance or
            replace Existing Indebtedness or Indebtedness that was permitted by
            this Indenture to be incurred;

                  (v) the incurrence by the Company or any of its Restricted
            Subsidiaries of intercompany Indebtedness between or among the
            Company and any of its Restricted Subsidiaries; provided, however,
            that (A) if the Company or a Guarantor is the obligor on such
            Indebtedness, such Indebtedness is expressly subordinated to the
            prior payment in full in cash of all Obligations with respect to the
            Notes and the Subsidiary Guarantees and (B)(i) any subsequent
            issuance or transfer of Equity Interests that results in any such
            Indebtedness being held by a Person other than the Company or a
            Restricted Subsidiary and (ii) any sale or other transfer of any
            such Indebtedness to a Person that is not either the Company or a
            Restricted Subsidiary shall be deemed, in each case, to constitute
            an incurrence of such Indebtedness by the Company or such Restricted
            Subsidiary, as the case may be;

                  (vi) the incurrence by the Company of Hedging Obligations that
            are incurred for the purpose of fixing or hedging interest rate risk
            with respect to any floating rate Indebtedness that is permitted by
            the terms of this Indenture to be outstanding;

                  (vii) the guarantee by the Company or any Restricted
            Subsidiary of Indebtedness of the Company or a Restricted Subsidiary
            that was permitted to be incurred by another provision of this
            covenant;

                  (viii) the incurrence by the Company's Unrestricted
            Subsidiaries of Non-Recourse Debt, provided, however, that if any
            such Indebtedness ceases to be Non-Recourse Debt of an Unrestricted
            Subsidiary, such event shall be deemed an incurrence of Indebtedness
            by a Restricted Subsidiary of the Company;

                  (ix) the incurrence by the Company and the Guarantors of
            Indebtedness represented by the Notes and the Subsidiary Guarantees
            thereof and this Indenture in an aggregate principal amount up to
            $24.671 million;

                  (x) the incurrence by the Company or any of its Restricted
            Subsidiaries of Existing Indebtedness of the Company or any such
            Restricted Subsidiary;

                  (xi) the incurrence by the Company or any of its Restricted
            Subsidiaries in the ordinary course of business of Indebtedness (A)
            in respect of performance, completion, surety or similar bonds or
            guarantees (including

                                       34
<PAGE>

            pursuant to letters of credit) in connection with new construction,
            development, leasing of billboards, or compliance with federal,
            state or local law, or (B) in respect of bankers acceptances,
            letters of credit, appeal or similar bonds other than pursuant to
            clause (A) in an aggregate amount at any time outstanding for the
            Company and its Restricted Subsidiaries not to exceed $5.0 million;

                  (xii) the incurrence of Indebtedness of the Company or any
            Restricted Subsidiary arising from agreements providing for
            indemnification, adjustment of purchase price or similar obligations
            in connection with the disposition of any assets of the Company or
            any such Restricted Subsidiary (other than Guarantees of
            Indebtedness incurred by any Person acquiring all or any portion of
            such assets for the purpose of financing such acquisition), in
            principal amount not to exceed the gross proceeds actually received
            by the Company or any Restricted Subsidiary in connection with such
            disposition;

                  (xiii) the incurrence by the Company or any of its Restricted
            Subsidiaries of additional Indebtedness in an aggregate principal
            amount (or accreted value, as applicable) at any time (including all
            indebtedness incurred to replace, refund or refinance any such
            indebtedness) outstanding for the Company and its Restricted
            Subsidiaries not to exceed $7.5 million; and

                  (xiv) the incurrence by a Receivables Subsidiary of
            Indebtedness.

      For purposes of determining compliance with this covenant, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (i) through (xiv) of this
paragraph or is entitled to be incurred pursuant to the first paragraph of this
covenant, the Company shall, in its sole discretion, classify such item of
Indebtedness in any manner that complies with this covenant and such item of
Indebtedness will be treated as having been incurred pursuant to only one of
such clauses or pursuant to the first paragraph hereof. Accrual of interest, the
accretion of accreted value and the payment of interest in the form of
additional Indebtedness will not be deemed to be an incurrence of Indebtedness
for purposes of this Section 4.09.

SECTION 4.10. ASSET SALES.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the
Restricted Subsidiary, as the case may be) receives consideration at the time of
such Asset Sale at least equal to the fair market value (evidenced by a
resolution of the Board of Directors set forth in an Officers' Certificate
delivered to the Trustee) of the assets or Equity Interests issued or sold or
otherwise disposed of and (ii) at least 75% of the consideration therefor
received by the Company or such Restricted Subsidiary is in the form of cash;
provided that the amount of (x) any liabilities (as shown on the Company's or
such Restricted Subsidiary's most recent balance sheet) of the Company or any
Restricted Subsidiary (other than contingent liabilities and liabilities that
are by their terms subordinated to the Notes or any guarantee thereof) that are
assumed by the transferee of any such assets pursuant to a customary novation
agreement that releases the Company or such Restricted Subsidiary from further
liability and (y) any securities, notes or other obligations received by the

                                       35
<PAGE>

Company or any such Restricted Subsidiary from such transferee that are promptly
converted by the Company or such Restricted Subsidiary into cash (to the extent
of the cash received), shall be deemed to be cash for purposes of this Section
4.10. Any Restricted Payment that is permitted by Section 4.07 hereof or any
Permitted Investment will not be deemed to be an Asset Sale.

      Within 360 days after the receipt of any Net Proceeds from an Asset Sale,
the Company (or such Restricted Subsidiary) may apply such Net Proceeds, at its
option, either (a) to repay any Senior Debt of the Company or a Guarantor, or
(b) to the acquisition of a controlling interest in another business, the making
of a capital expenditure or the acquisition of other long-term assets, in each
case, in the same line of business as the Company and its Restricted
Subsidiaries were engaged on the date hereof or in a Related Business. Pending
the final application of any such Net Proceeds, the Company may temporarily
reduce revolving Senior Debt or otherwise invest such Net Proceeds in any manner
that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that
are not applied or invested as provided in the first sentence of this paragraph
will be deemed to constitute "Excess Proceeds." Within five days of each date on
which the aggregate amount of Excess Proceeds exceeds $5.0 million hereunder,
the Company shall commence a pro rata Asset Sale Offer pursuant to Section 3.09
hereof to purchase the maximum principal amount of Notes that may be purchased
out of the Excess Proceeds at an offer price in cash in an amount equal to 100%
of the principal amount thereof plus accrued and unpaid interest thereon, if
any, to the date of repurchase, in accordance with the procedures set forth in
Section 3.09 hereof. To the extent that the aggregate amount of Notes tendered
pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company
may use any remaining Excess Proceeds for any purpose not otherwise prohibited
by this Indenture. If the aggregate principal amount of Notes surrendered by
Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes to be purchased on a pro rata basis. Upon completion of such offer to
purchase, the amount of Excess Proceeds shall be reset at zero.

SECTION 4.11. TRANSACTIONS WITH AFFILIATES.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless
(i) such Affiliate Transaction is on terms that are no less favorable to the
Company or the relevant Restricted Subsidiary than those that would have been
obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee
(a) with respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate consideration in excess of $1.0 million, a
resolution of the Board of Directors set forth in an Officers' Certificate
certifying that such Affiliate Transaction complies with clause (i) above and
that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors and (b) with respect to any
Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $5.0 million, an opinion as to the fairness
to the Holders of such Affiliate Transaction from a financial point of view
issued by an accounting, appraisal or investment banking firm of national
standing; provided that (x) any employment, compensation or indemnity agreement
entered into by the Company or any of

                                       36
<PAGE>

its Restricted Subsidiaries in the ordinary course of business and consistent
with the past practice of the Company or such Restricted Subsidiary, (y)
transactions between or among the Company and/or its Restricted Subsidiaries,
and (z) Restricted Payments that are permitted by Section 4.07 hereof, in each
case, shall not be deemed Affiliate Transactions; and provided further that (i)
transactions between the Company or a Restricted Subsidiary and any Club in the
ordinary course of business or (ii) a securitization or similar transaction
between the Company and a Receivables Subsidiary shall not be subject to clause
(ii)(b) above.

SECTION 4.12. LIENS.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) upon any of
their property or assets, now owned or hereafter acquired, or any income or
profits therefrom (or assign or convey any right to receive income therefrom),
which secures Indebtedness or trade payables that rank pari passu with or
subordinate to the Notes or the Subsidiary Guarantees, as applicable, unless (i)
if such Lien secures Indebtedness or trade payables that ranks pari passu with
the Notes or Subsidiary Guarantees, as applicable, the Notes and such Subsidiary
Guarantees are secured on an equal and ratable basis with the obligation so
secured until such time as such obligation is no longer secured by a Lien or
(ii) if such Lien secures Indebtedness or trade payables that is subordinated to
the Notes or Subsidiary Guarantees, as applicable, such Lien shall be
subordinated to a Lien granted to the Holders of Notes and Subsidiary Guarantees
on the same collateral as that securing such Lien to the same extent as such
Indebtedness, as applicable, until such obligation is no longer secured by a
lien.

SECTION 4.13. BUSINESS ACTIVITIES.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, engage in any business other than the same line of business in
which the Company and its Restricted Subsidiaries are engaged on the date hereof
or a Related Business, except to such extent as would not be material to the
Company and its Restricted Subsidiaries taken as a whole. The Company shall not
permit any of its Receivables Subsidiaries to engage in any business other than
the business for which the Receivables Subsidiary was established.

SECTION 4.14. CORPORATE EXISTENCE.

            (a) Subject to Article 5 hereof, the Company shall do or cause to be
      done all things necessary to preserve and keep in full force and effect
      (i) its corporate existence, and the corporate, partnership or other
      existence of each of its Restricted Subsidiaries, in accordance with the
      respective organizational documents (as the same may be amended from time
      to time) of the Company or any such Subsidiary and (ii) the rights
      (charter and statutory), licenses and franchises of the Company and its
      Restricted Subsidiaries; provided, however, that the Company shall not be
      required to preserve any such right, license or franchise, or the
      corporate, partnership or other existence of any of its Restricted
      Subsidiaries, if the Board of Directors shall determine that the
      preservation thereof is no longer desirable in the conduct of the business
      of the Company and its

                                       37
<PAGE>

      Restricted Subsidiaries, taken as a whole, and that the loss thereof is
      not adverse in any material respect to the Holders of the Notes.

            (b) The Company shall do or cause to be done all things necessary to
      preserve and keep in full force and effect the corporate, partnership or
      other existence of each of its Receivables Subsidiaries in accordance with
      the respective organizational documents (as the same may be amended from
      time to time) of such Receivables Subsidiary; provided, however, that the
      Company shall not be required to preserve the corporate, partnership or
      other existence of any of its Receivables Subsidiaries, if the Board of
      Directors of the Company shall determine that the purpose for which the
      Receivables Subsidiary was established has been fulfilled.

SECTION 4.15. OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

            (a) Upon the occurrence of a Change of Control, the Company shall
      make an offer (a "Change of Control Offer") to each Holder to repurchase
      all or any part (equal to $500 or an integral multiple thereof) of each
      Holder's Notes at a purchase price in cash equal to 101% of the aggregate
      principal amount thereof plus accrued and unpaid interest thereon, if any,
      to the date of purchase (the "Change of Control Payment"). Within ten days
      following any Change of Control, the Company shall mail a notice to each
      Holder stating: (1) that the Change of Control Offer is being made
      pursuant to this Section 4.15 and that all Notes tendered will be accepted
      for payment; (2) the purchase price and the purchase date, which shall be
      no earlier than 30 days and no later than 60 days from the date such
      notice is mailed (the "Change of Control Payment Date"); (3) that any Note
      not tendered will continue to accrue interest; (4) that, unless the
      Company defaults in the payment of the Change of Control Payment, all
      Notes accepted for payment pursuant to the Change of Control Offer shall
      cease to accrue interest after the Change of Control Payment Date; (5)
      that Holders electing to have any Notes purchased pursuant to a Change of
      Control Offer will be required to surrender the Notes, with the form
      entitled "Option of Holder to Elect Purchase" on the reverse of the Notes
      completed, to the Paying Agent at the address specified in the notice
      prior to the close of business on the third Business Day preceding the
      Change of Control Payment Date; (6) that Holders will be entitled to
      withdraw their election if the Paying Agent receives, not later than the
      close of business on the second Business Day preceding the Change of
      Control Payment Date, a telegram, telex, facsimile transmission or letter
      setting forth the name of the Holder, the principal amount of Notes
      delivered for purchase, and a statement that such Holder is withdrawing
      his election to have the Notes purchased; and (7) that Holders whose Notes
      are being purchased only in part will be issued new Notes equal in
      principal amount to the unpurchased portion of the Notes surrendered,
      which unpurchased portion must be equal to $500 in principal amount or an
      integral multiple thereof. The Company shall comply with the requirements
      of Rule 14e-1 under the Exchange Act and any other securities laws and
      regulations thereunder to the extent such laws and regulations are
      applicable in connection with the repurchase of Notes as a result of a
      Change of Control.

            (b) On the Change of Control Payment Date, the Company shall, to the
      extent lawful, (1) accept for payment all Notes or portions thereof
      properly tendered pursuant to

                                       38
<PAGE>

      the Change of Control Offer, (2) deposit with the Paying Agent an amount
      equal to the Change of Control Payment in respect of all Notes or portions
      thereof so tendered and (3) deliver or cause to be delivered to the
      Trustee the Notes so accepted together with an Officers' Certificate
      stating the aggregate principal amount of Notes or portions thereof being
      purchased by the Company. The Paying Agent shall promptly mail to each
      Holder of Notes so tendered the Change of Control Payment in an amount
      equal to the purchase price for the Notes, and the Trustee shall promptly
      authenticate and mail (or cause to be transferred by book entry) to each
      Holder a new Note equal in principal amount to any unpurchased portion of
      the Notes surrendered by such Holder, if any; provided, that each such new
      Note shall be in a principal amount of $500 or an integral multiple
      thereof. The Company shall publicly announce the results of the Change of
      Control Offer on or as soon as practicable after the Change of Control
      Payment Date.

            (c) Notwithstanding anything to the contrary in this Section 4.15,
      the Company shall not be required to make a Change of Control Offer upon a
      Change of Control if a third party makes the Change of Control Offer in
      the manner, at the times and otherwise in compliance with the requirements
      set forth in this Section 4.15 applicable to a Change of Control Offer
      made by the Company and purchases all Notes validly tendered and not
      withdrawn under such Change of Control Offer.

            (d) Notwithstanding the foregoing, prior to complying with the
      provisions of this Section 4.15, but in any event within 90 days following
      a Change of Control, the Company will either repay all outstanding Senior
      Debt or obtain the requisite consents, if any, under all agreements
      governing outstanding Senior Debt to permit the repurchase of Notes
      required by this Section 4.15.

SECTION 4.16. SALE AND LEASEBACK TRANSACTIONS.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company may enter into a sale and leaseback transaction if (i) the Company
could have (a) incurred Indebtedness in an amount equal to the Attributable Debt
relating to such sale and leaseback transaction pursuant to the Consolidated
Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof and
(b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof,
(ii) the gross cash proceeds of such sale and leaseback transaction are at least
equal to the fair market value (as determined in good faith by the Board of
Directors and set forth in an Officers' Certificate delivered to the Trustee) of
the property that is the subject of such sale and leaseback transaction, and
(iii) the transfer of assets in such sale and leaseback transaction is permitted
by, and the Company applies the proceeds of such transaction in compliance with
the provisions of Section 4.10 hereof.

SECTION 4.17. LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF WHOLLY OWNED
              RESTRICTED SUBSIDIARIES.

      The Company (i) shall not, and shall not permit any Wholly Owned
Restricted Subsidiary of the Company to, transfer, convey, sell, lease or
otherwise dispose of any Capital Stock of any Wholly Owned Restricted Subsidiary
of the Company to any Person (other than to the Company

                                       39
<PAGE>

or a Wholly Owned Restricted Subsidiary that is a Guarantor), unless (a) such
transfer, conveyance, sale, lease or other disposition is of all the Capital
Stock of such Wholly Owned Restricted Subsidiary and (b) the cash Net Proceeds
from such transfer, conveyance, sale, lease or other disposition are applied in
accordance with Section 4.10 hereof, and (ii) will not permit any Wholly Owned
Restricted Subsidiary or Receivables Subsidiary of the Company to issue any of
its Equity Interests (other than, if necessary, shares of its Capital Stock
constituting directors' qualifying shares) to any Person other than to the
Company or a Wholly Owned Restricted Subsidiary of the Company that is a
Guarantor.

SECTION 4.18. DESIGNATION OF A SUBSIDIARY AS AN UNRESTRICTED SUBSIDIARY.

      A Subsidiary, other than a Receivables Subsidiary, is a Restricted
Subsidiary unless designated as an Unrestricted Subsidiary. The Board of
Directors of the Company may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if at the time of such designation: (a) all outstanding
Investments by the Company and its Restricted Subsidiaries (except to the extent
repaid in cash) in the Subsidiary so designated are deemed to be a Restricted
Payment at the time of such designation (all such outstanding Investments will
be deemed to constitute an amount equal to the greatest of (i) the net book
value of such Investments at the time of such designation, (ii) the fair market
value of such Investments at the time of such designation and (iii) the original
fair market value of such Investments at the time they were made), and such
Restricted Payment is permitted at such time under Section 4.07 hereof; (b)
giving pro forma effect thereto as if such designation had occurred at the
beginning of the Company's most recently completed applicable reference period
set forth in the first paragraph of Section 4.09 hereof for which internal
financial statements are available preceding the date of such designation, the
pro forma Consolidated Coverage Ratio for such period is greater than the
historical Consolidated Coverage Ratio for such period; (c) no Default or Event
of Default shall have occurred and be continuing immediately preceding such
designation and giving pro forma effect thereto or would occur as a consequence
thereof; and (d) such Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. In the event that a Restricted Subsidiary becomes an
Unrestricted Subsidiary in accordance with this paragraph, then such Restricted
Subsidiary shall be released from its obligations under its Subsidiary Guarantee
in accordance with Section 11.04 hereof.

      The Board of Directors of the Company may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary, if at the time of such redesignation:
(x) giving pro forma effect to the redesignation and incurrence of Indebtedness
of the Unrestricted Subsidiary (if any) as if they occurred at the beginning of
the Company's most recently completed applicable reference period set forth in
the first paragraph of Section 4.09 hereof for which internal financial
statements are available preceding the date of such redesignation, (i) any
Indebtedness of such Unrestricted Subsidiary (including any Non-Recourse Debt)
could be incurred pursuant to the Consolidated Coverage Ratio test set forth in
the first paragraph of Section 4.09 hereof and (ii) the pro forma Consolidated
Coverage Ratio for such period is greater than the historical Consolidated
Coverage Ratio for such period; (y) the newly redesignated Domestic Restricted
Subsidiary executes and delivers a Subsidiary Guarantee and an Opinion of
Counsel; and (z) no Default or Event of Default shall have occurred and be
continuing immediately preceding such redesignation and giving pro forma effect
thereto or would occur as a consequence thereof.

                                       40
<PAGE>

      Any such designation or redesignation by the Board of Directors shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the
board resolution giving effect to such designation or redesignation and an
Officers' Certificate certifying that such designation or redesignation complied
with the foregoing conditions. If any Unrestricted Subsidiary becomes a
Restricted Subsidiary, such Subsidiary shall be subject to the provisions of
Article 11 hereof. If, at any time, any Unrestricted Subsidiary would fail to
meet the definition of an Unrestricted Subsidiary, it shall thereafter cease to
be an Unrestricted Subsidiary for purposes of this Indenture. If the
Unrestricted Subsidiary at such time would not be permitted to be redesignated a
Restricted Subsidiary, the Company shall be in default of this Section 4.18.

SECTION 4.19. LIMITATION ON STATUS AS INVESTMENT COMPANY.

      The Company and its Restricted Subsidiaries shall take all actions (and
refrain from taking all actions) necessary to ensure that neither the Company
nor any of its Restricted Subsidiaries will be required to register as an
"investment company" (as that term is defined in the Investment Company Act of
1940, as amended), or will otherwise become subject to regulation under the
Investment Company Act.

SECTION 4.20. NO SENIOR SUBORDINATED DEBT.

      Notwithstanding the provisions of Section 4.09 hereof, (i) the Company
shall not incur, create, issue, assume, guarantee or otherwise become liable for
any Indebtedness that is subordinate or junior in right of payment to any Senior
Debt and senior in any respect in right of payment to the Notes, and (ii) no
Guarantor shall incur, create, issue, assume, guarantee or otherwise become
liable for any Indebtedness that is subordinate or junior in right of payment to
any Senior Debt and senior in any respect in right of payment to the Subsidiary
Guarantees. No Indebtedness shall be deemed to be Senior Debt solely because it
is secured and no Indebtedness shall be deemed to be subordinated solely because
it is convertible into Equity Interests.

SECTION 4.21. NO AMENDMENT OF SUBORDINATION PROVISIONS.

      Without the consent of the Holders of at least 75% in aggregate principal
amount of the Notes then outstanding, the Company will not amend, modify or
alter the provisions of Article 10 of this Indenture in any way that will
adversely affect the rights of Holders of Notes.

SECTION 4.22. PAYMENTS FOR CONSENT.

      Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to be paid or is
paid to all Holders of the Notes that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

SECTION 4.23. LISTINGS OF COMPANY COMMON STOCK ON EXCHANGES.

      The Company will use reasonable efforts to (i) maintain the quotation of
the Company's

                                       41
<PAGE>

common stock on the OTC Bulletin Board and (ii) effect a listing of the
Company's common stock on the NASDAQ SmallCap Market or higher trading market as
soon as practicable following issuance of the Notes. The Company shall remain
compliant with the corporate governance regulations set forth in Section 4350 of
the Bylaws of the Nasdaq Stock Market, Inc. (the "Nasdaq"), as in effect from
time to time (or any successor regulations), other than, unless otherwise
required of the Company, any provisions relating to the filing of reports or
other information with Nasdaq or the execution of a listing agreement.

SECTION 4.24 DIRECTORS AND OFFICERS INSURANCE.

      The Company will maintain directors' and officers' insurance in amounts
acceptable to, and with companies acceptable to, the Company's Board of
Directors.

SECTION 4.25 MANAGEMENT EQUITY BASED COMPENSATION.

      Unless approved by a majority of the Board of Directors, the Company may
not authorize any equity based compensation arrangement in addition to the
presently authorized and outstanding grants under the 1997 Stock Option Plan and
the 2003 Stock Option Plan (whether in the form of a stock option plan, stock
appreciation rights plan, restricted share plan or other form of stock based
incentive plan) for management of the Company that would obligate the Company to
issue shares of its common stock at any time in excess of five percent (5%) of
the shares of common stock outstanding as of the day immediately following the
date of original issuance of Notes under this Indenture.

                                   ARTICLE 5.

                                   SUCCESSORS

SECTION 5.01. MERGER, CONSOLIDATION, OR SALE OF ASSETS.

      The Company shall not consolidate or merge with or into (whether or not
the Company is the surviving corporation) or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions, to another corporation, Person or
entity unless (i) the Company is the surviving corporation or the entity or the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made is a corporation organized or existing
under the laws of the United States, any state thereof or the District of
Columbia, (ii) the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company) or the entity or Person to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made assumes all the obligations of the Company pursuant to a
supplemental indenture under the Notes and this Indenture in a form reasonably
satisfactory to the Trustee, (iii) immediately after such transaction, no
Default or Event of Default exists and (iv) except in the case of a merger of
the Company with or into a Wholly Owned Restricted Subsidiary of the Company,
the Company or the entity or Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made (A) shall have Consolidated Net Worth immediately after the transaction

                                       42
<PAGE>

equal to or greater than the Consolidated Net Worth of the Company immediately
preceding the transaction and (B) shall, immediately after such transaction and
after giving pro forma effect thereto as if such transaction had occurred at the
beginning of the applicable reference period test set forth in the first
paragraph of Section 4.09 hereof, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Consolidated Coverage Ratio set forth in
such Section 4.09.

SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED.

      Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets that meets the requirements of Section 5.01 hereof.

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

SECTION 6.01. EVENTS OF DEFAULT.

      An "Event of Default" occurs if:

            (a) the Company defaults in the payment when due of interest on the
      Notes (whether or not prohibited by the subordination provisions hereof)
      and such default continues for a period of 30 days;

            (b) the Company defaults in the payment when due of principal of or
      premium, if any, on the Notes (whether or not prohibited by the
      subordination provisions hereof) when the same becomes due and payable at
      maturity, upon redemption (including in connection with an offer to
      purchase) or otherwise;

            (c) the Company fails to comply for 30 days after notice from the
      Trustee or the Holders of at least 25% in principal amount of the then
      outstanding Notes with any of the provisions of Section 4.07, 4.09, 4.10,
      4.15 or 5.01 hereof;

            (d) the Company fails to observe or perform any other covenant,
      representation, warranty or other agreement in this Indenture or the Notes
      for 60 days after notice to the Company by the Trustee or the Holders of
      at least 25% in principal amount of the then outstanding Notes;

                                       43
<PAGE>

            (e) a default occurs under any mortgage, indenture, or instrument
      under which there may be issued or by which there may be secured or
      evidenced any Indebtedness for money borrowed by the Company or any of its
      Restricted Subsidiaries (or the payment of which is guaranteed by the
      Company or any of its Restricted Subsidiaries), whether such Indebtedness
      or guarantee now exists, or is created after the date of this Indenture,
      which default (a) is caused by a failure to pay principal of or premium,
      if any, or interest on such Indebtedness prior to the expiration of the
      grace period provided in such Indebtedness on the date of such default (a
      "Payment Default") or (b) results in the acceleration of such Indebtedness
      prior to its express maturity and, in each case, the principal amount of
      any such Indebtedness, together with the principal amount of any other
      such Indebtedness under which there has been a Payment Default or the
      maturity of which has been so accelerated, aggregates $5.0 million or
      more; provided, that in the case of any such Payment Default under clause
      (a) such default continues beyond the lesser of 30 days or the longest
      period for cure provided in any such Indebtedness as to which a Payment
      Default exists, or in the case of any acceleration of Indebtedness
      described in clause (b), such Indebtedness is not discharged or such
      acceleration cured, waived, rescinded or annulled within the lesser of 30
      days after acceleration or the longest period for cure provided in any
      such Indebtedness which has been accelerated;

            (f) a final judgment or final judgments for the payment of money are
      entered by a court or courts of competent jurisdiction against the Company
      or any of its Restricted Subsidiaries and such judgment or judgments
      remain undischarged for a period (during which execution shall not be
      effectively stayed) of 60 days, provided that the aggregate of all such
      undischarged judgments exceeds $5.0 million;

            (g) except as permitted by this Indenture, any Subsidiary Guarantee
      shall be held in any judicial proceeding to be unenforceable or invalid or
      shall cease for any reason to be in full force and effect or any
      Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
      disaffirm its obligations under its Subsidiary Guarantee;

            (h) the Company, any Significant Restricted Subsidiary, or any group
      of Restricted Subsidiaries that, taken as a whole, would constitute a
      Significant Restricted Subsidiary, pursuant to or within the meaning of
      any Bankruptcy Law:

                  (i) commences a voluntary case,

                  (ii) consents to the entry of an order for relief against it
            in an involuntary case,

                  (iii) consents to the appointment of a Custodian of it or for
            all or substantially all of its property,

                  (iv) makes a general assignment for the benefit of its
            creditors, or

                  (v) generally is not paying its debts as they become due; or

                                       44
<PAGE>

            (i) a court of competent jurisdiction enters an order or decree
      under any Bankruptcy Law that:

                  (i) is for relief against the Company, any Significant
            Restricted Subsidiary, or any group of Restricted Subsidiaries that,
            taken as a whole, would constitute a Significant Restricted
            Subsidiary, in an involuntary case;

                  (ii) appoints a Custodian of the Company, any Significant
            Restricted Subsidiary, or any group of Restricted Subsidiaries that,
            taken as a whole, would constitute a Significant Restricted
            Subsidiary, or for all or substantially all of the property of the
            Company, any Significant Restricted Subsidiary, or any group of
            Restricted Subsidiaries that, taken as a whole, would constitute a
            Significant Restricted Subsidiary; or

                  (iii) orders the liquidation of the Company, any Significant
            Restricted Subsidiary, or any group of Restricted Subsidiaries that,
            taken as a whole, would constitute a Significant Restricted
            Subsidiary,

      and the order or decree remains unstayed and in effect for 60 consecutive
      days.

SECTION 6.02. ACCELERATION.

      If any Event of Default (other than an Event of Default specified in
clause (h) or (i) of Section 6.01 hereof) occurs and is continuing, the Trustee
or the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable immediately; provided, however,
that so long as any Designated Senior Debt is outstanding, no such acceleration
shall be effective until five business days after the giving of written notice
of such acceleration to the Company and the Representatives (as defined in
Section 10.02) under the Designated Senior Debt at addresses (if any) previously
reported to the Trustee by the Company. Upon any such declaration (and such
period after notice, if applicable), the Notes shall become due and payable
immediately. Notwithstanding the foregoing, if an Event of Default specified in
clause (h) or (i) of Section 6.01 hereof occurs, all outstanding Notes shall be
due and payable immediately without further action or notice. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

      If an Event of Default occurs by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company with the intention
of avoiding payment of the premium that the Company would have had to pay if the
Company then had elected to redeem the Notes pursuant to, Section 3.07 hereof,
then, upon acceleration of the Notes, an equivalent premium shall also become
and be immediately due and payable, to the extent permitted by law, anything in
this Indenture or in the Notes to the contrary notwithstanding. If an Event of
Default occurs prior to April 1, 2005 by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company with the intention
of avoiding the prohibition on redemption of the Notes

                                       45
<PAGE>

prior to such date, then, upon acceleration of the Notes, the Make-Whole Price
shall become immediately due and payable to the extent permitted by law.

SECTION 6.03. OTHER REMEDIES.

      If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.

      The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04. WAIVER OF PAST DEFAULTS.

      Holders of not less than a majority in principal amount of the then
outstanding Notes by notice to the Trustee may on behalf of the Holders of all
of the Notes waive an existing Default or Event of Default and its consequences
hereunder, except a continuing Default or Event of Default in the payment of the
principal of, and premium, if any, or interest on, the Notes (including in
connection with an offer to purchase) (provided, however, that the Holders of a
majority in principal amount of the then outstanding Notes may rescind an
acceleration and its consequences, including any related payment default that
resulted from such acceleration). Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other Default or impair any right consequent thereon.

SECTION 6.05. CONTROL BY MAJORITY.

      Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

SECTION 6.06. LIMITATION ON SUITS.

      A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:

            (a) the Holder of a Note gives to the Trustee written notice of a
      continuing Event of Default;

            (b) the Holders of at least 25% in principal amount of the then
      outstanding Notes make a written request to the Trustee to pursue the
      remedy;

                                       46
<PAGE>

            (c) such Holder of a Note or Holders of Notes offer and, if
      requested, provide to the Trustee indemnity satisfactory to the Trustee
      against any loss, liability or expense;

            (d) the Trustee does not comply with the request within 60 days
      after receipt of the request and the offer and, if requested, the
      provision of indemnity; and

            (e) during such 60-day period the Holders of a majority in principal
      amount of the then outstanding Notes do not give the Trustee a direction
      inconsistent with the request.

A Holder of a Note may not use this Indenture to prejudice the rights of another
Holder of a Note or to obtain a preference or priority over another Holder of a
Note.

SECTION 6.07. RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

      Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, and premium, if any, and
interest on the Note, on or after the respective due dates expressed in the Note
(including in connection with an offer to purchase), or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

SECTION 6.08. COLLECTION SUIT BY TRUSTEE.

      If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company or any Guarantor for the whole
amount of principal of, and premium, if any, and interest remaining unpaid on
the Notes and, to the extent lawful, interest on overdue principal and interest
as provided in Section 4.01 and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

      The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied

                                       47
<PAGE>

for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

SECTION 6.10. PRIORITIES.

      If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

      First: to the Trustee, its agents and attorneys for amounts due under
Section 7.07 hereof, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

      Second: to Holders of Notes for amounts due and unpaid on the Notes for
principal, and premium, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
principal, and premium, if any and interest, respectively; and

      Third: to the Company or to such party as a court of competent
jurisdiction shall direct.

      The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

SECTION 6.11. UNDERTAKING FOR COSTS.

      In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

SECTION 6.12 ACKNOWLEDGMENTS AND AGREEMENTS OF HOLDERS WITH RESPECT TO DZ BANK
             FACILITY

            (a) Each Holder of the Notes, by its acceptance thereof,
      acknowledges and agrees that in connection with the DZ Bank Facility (i)
      any sale or other transfer of Mortgages Receivable and related assets by
      the Company to a Receivables Subsidiary constitutes a true sale of such
      Mortgages Receivable and (ii) there are no grounds upon which the assets
      of the Company and any Restricted Subsidiary could be substantively
      consolidated with the assets of such Receivables Subsidiary upon the
      occurrence and

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<PAGE>

      continuation of an Event of Default set forth in Sections 6.01 (h) or (i)
      hereof or otherwise.

            (b) Regarding the DZ Bank Facility, each Holder of the Notes, by its
      acceptance thereof, (i) agrees to take such action as may be necessary or
      appropriate to effect the acknowledgements and agreements set forth in
      clause (a) of this Section 6.12 and not to take any action contrary to, or
      inconsistent with, such acknowledgments and agreements, in each case, upon
      the occurrence and continuation of an Event of Default set forth in
      Sections 6.01(h) or (i) hereof or otherwise and (ii) subject to Sections
      6.05 and 7.01 hereof, authorizes and directs the Trustee on its behalf to
      take such action as may be necessary or appropriate to effect such
      acknowledgements and agreements and not to take any action contrary to, or
      inconsistent with, such acknowledgments and agreements, in each case, upon
      the occurrence and continuation of an Event of Default set forth in
      Sections 6.01(h) or (i) hereof or otherwise, and appoints the Trustee its
      attorney-in-fact for any and all such purposes.

            (c) With respect to any creditor of a Receivables Subsidiary, the
      Trustee undertakes to perform or observe only such of its covenants and
      obligations as are specifically set forth in this Indenture, and no
      implied covenants or obligations with respect to such creditors shall be
      read into this Indenture against the Trustee. The Trustee shall not be
      deemed to owe any fiduciary duty to any creditors of a Receivables
      Subsidiary, and shall not be liable to any such creditors for any loss,
      liability or expense in connection with this Indenture or otherwise.

                                   ARTICLE 7.

                                     TRUSTEE

SECTION 7.01. DUTIES OF TRUSTEE.

            (a) If an Event of Default has occurred and is continuing, the
      Trustee shall exercise such of the rights and powers vested in it by this
      Indenture, and use the same degree of care and skill in its exercise, as a
      prudent man would exercise or use under the circumstances in the conduct
      of his own affairs.

            (b) Except during the continuance of an Event of Default:

                  (i) the duties of the Trustee shall be determined solely by
            the express provisions of this Indenture and the Trustee need
            perform only those duties that are specifically set forth in this
            Indenture and no others, and no implied covenants or obligations
            shall be read into this Indenture against the Trustee; and

                  (ii) in the absence of bad faith on its part, the Trustee may
            conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon certificates or
            opinions furnished to the Trustee and conforming to the requirements
            of this Indenture. However, in the case of any such certificates or
            opinions which by any provision hereof are specifically

                                       49
<PAGE>

            required to be furnished to the Trustee, the Trustee shall be under
            a duty to examine the same to determine whether or not they conform
            to the requirements of this Indenture (but need not confirm or
            investigate the accuracy of mathematical calculations or other facts
            stated therein.)

            (c) The Trustee may not be relieved from liabilities for its own
      negligent action, its own negligent failure to act, or its own willful
      misconduct, except that:

                  (i) this paragraph does not limit the effect of paragraph (b)
            of this Section 7.01;

                  (ii) the Trustee shall not be liable for any error of judgment
            made in good faith by a Responsible Officer, unless it is proved
            that the Trustee was negligent in ascertaining the pertinent facts;
            and

                  (iii) the Trustee shall not be liable with respect to any
            action it takes or omits to take in good faith in accordance with a
            direction received by it pursuant to Section 6.05 hereof.

            (d) Whether or not therein expressly so provided, every provision of
      this Indenture that in any way relates to the Trustee is subject to
      paragraphs (a), (b), and (c) of this Section.

            (e) No provision of this Indenture shall require the Trustee to
      expend or risk its own funds or incur any liability. The Trustee shall be
      under no obligation to exercise any of its rights and powers under this
      Indenture at the request of any Holders, unless such Holder shall have
      offered to the Trustee security and indemnity satisfactory to it against
      any loss, liability or expense.

            (f) The Trustee shall not be liable for interest on any money
      received by it except as the Trustee may agree in writing with the
      Company. Money held in trust by the Trustee need not be segregated from
      other funds except to the extent required by law.

            (g) Whether or not therein expressly so provided, every provision of
      this Indenture relating to the conduct or affecting the liability of or
      affording protection to the Trustee shall be subject to the provisions of
      this Section.

SECTION 7.02. RIGHTS OF TRUSTEE.

            (a) The Trustee may conclusively rely and shall be protected in
      acting or refraining from acting upon any document believed by it to be
      genuine and to have been signed or presented by the proper Person. The
      Trustee need not investigate any fact or matter stated in the document.

            (b) Before the Trustee acts or refrains from acting, it may require
      an Officers' Certificate or an Opinion of Counsel or both. The Trustee
      shall not be liable for any action it takes or omits to take in good faith
      in reliance on such Officers' Certificate or

                                       50
<PAGE>

      Opinion of Counsel. The Trustee may consult with counsel and the written
      advice of such counsel or any Opinion of Counsel shall be full and
      complete authorization and protection from liability in respect of any
      action taken, suffered or omitted by it hereunder in good faith and in
      reliance thereon.

            (c) The Trustee may act through its attorneys and agents and shall
      not be responsible for the misconduct or negligence of any agent appointed
      with due care.

            (d) The Trustee shall not be liable for any action it takes or omits
      to take in good faith that it believes to be authorized or within the
      rights or powers conferred upon it by this Indenture.

            (e) Unless otherwise specifically provided in this Indenture, any
      demand, request, direction or notice from the Company or any Guarantor
      shall be sufficient if signed by an Officer of the Company or such
      Guarantor.

            (f) The Trustee shall be under no obligation to exercise any of the
      rights or powers vested in it by this Indenture at the request or
      direction of any of the Holders unless such Holders shall have offered to
      the Trustee reasonable security or indemnity against the costs, expenses
      and liabilities that might be incurred by it in compliance with such
      request or direction.

            (g) The Trustee shall not be bound to make any investigation into
      the facts or matters stated in any document, but the Trustee, in its
      discretion, may make such further inquiry or investigation into such facts
      or matters as it may see fit, and, if the Trustee shall determine to make
      such further inquiry or investigation, it shall be entitled to examine the
      books, records and premises of the Company, personally or by the agent or
      attorney at the sole cost of the Company and shall incur no liability or
      additional liability of any kind by reason of such inquiry or
      investigation.

            (h) The Trustee shall not be charged with knowledge of any Event of
      Default with respect to the Notes for which it is acting as Trustee unless
      either (1) a Responsible Officer of the Trustee shall have actual
      knowledge of the Event of Default or (2) written notice of such Event of
      Default shall have been given to a Responsible Officer of the Trustee by
      the Company, any other obligor on such Notes or by any Holder of such
      Notes.

SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

      The Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Company or any Affiliate of
the Company with the same rights it would have if it were not Trustee. However,
in the event that the Trustee acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee or resign. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

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<PAGE>

SECTION 7.04. TRUSTEE'S DISCLAIMER.

      The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

SECTION 7.05. NOTICE OF DEFAULTS.

      If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest on any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

      Within 60 days after each May 15 beginning with the May 15 following the
date of this Indenture, and for so long as Notes remain outstanding, the Trustee
shall mail to the Holders of the Notes a brief report dated as of such reporting
date that complies with TIA Section 313(a) (but if no event described in TIA
Section 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA
Section 313(b)(2). The Trustee shall also transmit by mail all reports as
required by TIA Section 313(c).

      A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed to the Company and filed with the SEC and each stock exchange on
which the Notes are listed in accordance with TIA Section 313(d). The Company
shall promptly notify the Trustee when the Notes are listed on any stock
exchange.

SECTION 7.07. COMPENSATION AND INDEMNITY.

      The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

      The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim

                                       52
<PAGE>

(whether asserted by the Company or any Holder or any other person) or liability
in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent any such loss, liability or expense may be
attributable to its negligence or bad faith. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

      The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.

      To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

      When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(h) or (i) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

      The Trustee shall comply with the provisions of TIA Section 313(b)(2) to
the extent applicable.

SECTION 7.08. REPLACEMENT OF TRUSTEE.

      A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

      The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:

            (a) the Trustee fails to comply with Section 7.10 hereof;

            (b) the Trustee is adjudged a bankrupt or an insolvent or an order
      for relief is entered with respect to the Trustee under any Bankruptcy
      Law;

            (c) a Custodian or public officer takes charge of the Trustee or its
      property; or

            (d) the Trustee becomes incapable of acting.

      If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the

                                       53
<PAGE>

successor Trustee takes office, the Holders of a majority in principal amount of
the then outstanding Notes may appoint a successor Trustee to replace the
successor Trustee appointed by the Company.

      If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

      If the Trustee, after written request by any Holder who has been a Holder
for at least six months, fails to comply with Section 7.10, such Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

      A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

      If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.

SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

      There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.

      This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b).

SECTION 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

      The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                       54
<PAGE>

                                   ARTICLE 8.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

      The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

SECTION 8.02. LEGAL DEFEASANCE AND DISCHARGE.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
deemed to have been discharged from their obligations with respect to all
outstanding Notes on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of outstanding Notes to receive solely from the trust fund described
in Section 8.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, and premium, if any, and interest on such Notes
when such payments are due, (b) the Company's and the Guarantors' obligations
with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company's and the Guarantors' obligations in connection therewith and (d) this
Article 8. Subject to compliance with this Article 8, the Company may exercise
its option under this Section 8.02 notwithstanding the prior exercise of its
option under Section 8.03 hereof.

SECTION 8.03. COVENANT DEFEASANCE.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from its obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20, 4.21,
4.22 and 5.01 hereof with respect to the outstanding Notes on and after the date
the conditions set forth in Section 8.04 are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit

                                       55
<PAGE>

to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event
of Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(d) through 6.01(f)
hereof shall not constitute Events of Default.

SECTION 8.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

      The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to the outstanding Notes:

      In order to exercise either Legal Defeasance or Covenant Defeasance:

            (a) the Company must irrevocably deposit with the Trustee, in trust,
      for the benefit of the Holders, cash in United States dollars,
      non-callable Government Securities, or a combination thereof, in such
      amounts as will be sufficient, in the opinion of a nationally recognized
      firm of independent public accountants, to pay the principal of, and
      premium, if any, and interest on the outstanding Notes on the stated date
      for payment thereof or on the applicable redemption date, as the case may
      be;

            (b) in the case of an election under Section 8.02 hereof, the
      Company shall have delivered to the Trustee an Opinion of Counsel in the
      United States reasonably acceptable to the Trustee confirming that (A) the
      Company has received from, or there has been published by, the Internal
      Revenue Service a ruling or (B) since the date of this Indenture, there
      has been a change in the applicable federal income tax law, in either case
      to the effect that, and based thereon such Opinion of Counsel shall
      confirm that, the Holders of the outstanding Notes will not recognize
      income, gain or loss for federal income tax purposes as a result of such
      Legal Defeasance and will be subject to federal income tax on the same
      amounts, in the same manner and at the same times as would have been the
      case if such Legal Defeasance had not occurred;

            (c) in the case of an election under Section 8.03 hereof, the
      Company shall have delivered to the Trustee an Opinion of Counsel in the
      United States reasonably acceptable to the Trustee confirming that the
      Holders of the outstanding Notes will not recognize income, gain or loss
      for federal income tax purposes as a result of such Covenant Defeasance
      and will be subject to federal income tax on the same amounts, in the same
      manner and at the same times as would have been the case if such Covenant
      Defeasance had not occurred;

            (d) no Default or Event of Default shall have occurred and be
      continuing on the date of such deposit (other than a Default or Event of
      Default resulting from the incurrence of Indebtedness all or a portion of
      the proceeds of which will be used to defease the Notes pursuant to this
      Article 8 concurrently with such incurrence) or insofar

                                       56
<PAGE>

      as Sections 6.01(h) or 6.01(i) hereof is concerned, at any time in the
      period ending on the 91st day after the date of deposit;

            (e) such Legal Defeasance or Covenant Defeasance shall not result in
      a breach or violation of, or constitute a default under, any material
      agreement or instrument (other than this Indenture) to which the Company
      or any of its Subsidiaries is a party or by which the Company or any of
      its Subsidiaries is bound;

            (f) the Company shall have delivered to the Trustee an Opinion of
      Counsel (which may be subject to customary exceptions) to the effect that
      on the 91st day following the deposit, the trust funds will not be subject
      to the effect of any applicable bankruptcy, insolvency, reorganization or
      similar laws affecting creditors' rights generally;

            (g) the Company shall have delivered to the Trustee an Officers'
      Certificate stating that the deposit was not made by the Company with the
      intent of preferring the Holders over any other creditors of the Company
      or with the intent of defeating, hindering, delaying or defrauding any
      other creditors of the Company; and

            (h) the Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent provided for or relating to the Legal Defeasance or the Covenant
      Defeasance have been complied with.

SECTION 8.05. DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
              OTHER MISCELLANEOUS PROVISIONS.

      Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

      Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a)

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hereof), are in excess of the amount thereof that would then be required to be
deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.06. REPAYMENT TO COMPANY.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, and premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as a
secured creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

SECTION 8.07. REINSTATEMENT.

      If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                   ARTICLE 9.

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. WITHOUT CONSENT OF HOLDERS OF NOTES.

      Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the
Subsidiary Guarantees or the Notes without the consent of any Holder of a Note:

            (a) to cure any ambiguity, defect or inconsistency;

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            (b) to provide for uncertificated Notes in addition to or in place
      of certificated Notes or to alter the provisions of Article 2 hereof
      (including the related definitions) in a manner that does not materially
      adversely affect any Holder;

            (c) to provide for the assumption of the Company's or a Guarantor's
      obligations to the Holders of the Notes by a successor to the Company or a
      Guarantor pursuant to Article 5 or Article 11 hereof;

            (d) to make any change that would provide any additional rights or
      benefits to the Holders of the Notes or that does not adversely affect the
      legal rights hereunder of any Holder of a Note;

            (e) to comply with requirements of the SEC in order to effect or
      maintain the qualification of this Indenture under the TIA;

            (f) to provide for the issuance of Additional Notes in accordance
      with the limitations set forth in this Indenture as of the date hereof; or

            (g) to allow any Guarantor to execute a supplemental indenture
      and/or Subsidiary Guarantee with respect to the Notes.

      Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02. WITH CONSENT OF HOLDERS OF NOTES.

      Except as provided in Section 4.21 and below in this Section 9.02, the
Company and the Trustee may amend or supplement this Indenture (including
Sections 3.09, 4.10 and 4.15 hereof), the Subsidiary Guarantees and the Notes
may be amended or supplemented with the consent of the Holders of at least a
majority in principal amount of the Notes then outstanding (including consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, and premium, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture, the Subsidiary Guarantees or
the Notes may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes voting as a single class
(including consents obtained in connection with a tender offer or exchange
offer, or purchase of, the Notes).

      In addition, without the consent of the Holders of at least 66-2/3% in
principal amount of then outstanding Notes (including consents obtained in
connection with a tender offer or

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exchange offer for Notes), no waiver or amendment to this Indenture may make any
change in the provisions of Section 4.15 hereof that adversely affects the
rights of any Holder of Notes. Section 2.08 hereof shall determine which Notes
are considered to be "outstanding" for purposes of this Section 9.02.

      Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

      It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

      After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 4.21, 6.04 and 6.07 hereof, the Holders
of a majority in principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes. Notwithstanding anything to the
contrary herein, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

            (a) reduce the principal amount of Notes whose Holders must consent
      to an amendment, supplement or waiver;

            (b) reduce the principal of or change the fixed maturity of any Note
      or alter or waive any of the provisions with respect to the redemption of
      the Notes, except as provided above with respect to Sections 3.09, 4.10
      and 4.15 hereof;

            (c) reduce the rate of or change the time for payment of interest,
      including default interest, on any Note;

            (d) waive a Default or Event of Default in the payment of principal
      of or premium, if any, or interest on the Notes (except a rescission of
      acceleration of the Notes by the Holders of at least a majority in
      principal amount of the then outstanding Notes and a waiver of the payment
      default that resulted from such acceleration);

            (e) make any Note payable in money other than that stated in the
      Notes;

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            (f) make any change in the provisions of this Indenture relating to
      waivers of past Defaults or the rights of Holders of Notes to receive
      payments of principal of or interest on the Notes;

            (g) make any change in Section 6.04 or 6.07 hereof or in the
      foregoing amendment and waiver provisions; or

            (h) release any Guarantor from any of its obligations under its
      Subsidiary Guarantee or this Indenture, except in accordance with the
      terms of this Indenture.

SECTION 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.

      Every amendment or supplement to this Indenture or the Notes shall be set
forth in a amended or supplemental Indenture that complies with the TIA as then
in effect.

SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS.

      Until an amendment, supplement or waiver becomes effective, a consent to
it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder of a Note and every subsequent
Holder of a Note.

SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES.

      The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

      Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

      The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01) shall be fully
protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

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<PAGE>

                                   ARTICLE 10.

                                  SUBORDINATION

SECTION 10.01. AGREEMENT TO SUBORDINATE.

      The Company agrees, and each Holder by accepting a Note agrees, that the
Indebtedness evidenced by the Notes is subordinated in right of payment, to the
extent and in the manner provided in this Article 10, to the prior payment in
full of all Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the
benefit of the holders of Senior Debt. The Notes shall rank pari passu with the
6% Notes. The Notes shall rank senior in right of payment to the 10-1/2% Notes,
which are also subordinate to the 6% Notes.

SECTION 10.02. CERTAIN DEFINITIONS.

      "Permitted Junior Securities" means Equity Interests in the Company or
debt securities that are subordinated to all Senior Debt (and any debt
securities issued in exchange for Senior Debt) to substantially the same extent
as, or to a greater extent than, the Notes are subordinated to Senior Debt
pursuant to the Indenture.

      "Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Debt.

      A distribution may consist of cash, securities or other property, by
set-off or otherwise.

SECTION 10.03. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

      Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshalling of the Company's
assets and liabilities:

      (1) holders of Senior Debt shall be entitled to receive payment in full of
all Obligations due in respect of such Senior Debt (including interest after the
commencement of any such proceeding at the rate specified in the applicable
Senior Debt) before Holders of the Notes shall be entitled to receive any
payment with respect to the Notes; and

      (2) until all Obligations with respect to Senior Debt (as provided in
subsection (1) above) are paid in full, any distribution to which Holders would
be entitled but for this Article 10 shall be made to holders of Senior Debt
(except that Holders of Notes may receive (i) Permitted Junior Securities and
(ii) payments and other distributions made from any defeasance trust created
pursuant to Section 8.04 hereof), as their interests may appear.

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<PAGE>

SECTION 10.04. DEFAULT ON DESIGNATED SENIOR DEBT.

      The Company may not make any payment or distribution to the Trustee or any
Holder in respect of Obligations (other than (i) Permitted Junior Securities and
(ii) payments and other distributions made from any defeasance trust created
pursuant to Section 8.04 hereof) until all principal and other Obligations with
respect to the Senior Debt have been paid in full if:

                  (i) a default in the payment of the principal of, premium, if
            any, or interest on Designated Senior Debt occurs and is continuing
            beyond any applicable grace period in the agreement, indenture or
            other document governing such Designated Senior Debt; or

                  (ii) a default, other than a payment default, on Designated
            Senior Debt occurs and is continuing that then permits holders of
            the Designated Senior Debt to accelerate its maturity and the
            Trustee receives a notice of the default (a "Payment Blockage
            Notice") from the Company or the holders of any Designated Senior
            Debt.

      The Company may and shall resume payments on and distributions in respect
of the Notes and may acquire them upon the earlier of:

      (1) the date upon which the default is cured or waived, or

      (2) in the case of a default referred to in Section 10.04(ii) hereof, 179
days pass after notice is received if the maturity of such Designated Senior
Debt has not been accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

SECTION 10.05. ACCELERATION OF NOTES.

      If payment of the Notes is accelerated because of an Event of Default, the
Company shall promptly notify holders of Senior Debt of the acceleration.

SECTION 10.06. WHEN DISTRIBUTION MUST BE PAID OVER.

      In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes at a time when the Trustee or such Holder,
as applicable, has actual knowledge that such payment is prohibited by Section
10.04 hereof, such payment shall be held by the Trustee or such Holder, in trust
for the benefit of, and shall be paid forthwith over and delivered, upon written
request, to, the holders of Senior Debt as their interests may appear or their
Representative under the indenture or other agreement (if any) pursuant to which
Senior Debt may have been issued, as their respective interests may appear, for
application to the payment of all Obligations with respect to Senior Debt
remaining unpaid to the extent necessary to pay such Obligations in full in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.

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<PAGE>

      With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 10, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

SECTION 10.07. NOTICE BY COMPANY.

      The Company shall promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article 10, but failure to give such notice
shall not affect the subordination of the Notes to the Senior Debt as provided
in this Article 10.

SECTION 10.08. SUBROGATION.

      After all Senior Debt is paid in full and until the Notes are paid in
full, Holders of Notes shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

SECTION 10.09. RELATIVE RIGHTS.

      This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture shall:

      (1) impair, as between the Company and Holders of Notes, the obligation of
the Company, which is absolute and unconditional, to pay principal of and
interest on the Notes in accordance with their terms;

      (2) affect the relative rights of Holders of Notes and creditors of the
Company other than their rights in relation to holders of Senior Debt; or

      (3) prevent the Trustee or any Holder of Notes from exercising its
available remedies upon a Default or Event of Default, subject to the rights of
holders and owners of Senior Debt to receive distributions and payments
otherwise payable to Holders of Notes.

      If the Company fails because of this Article 10 to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

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<PAGE>

SECTION 10.10. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY.

      No right of any holder of Senior Debt to enforce the subordination of the
Indebtedness evidenced by the Notes shall be impaired by any act or failure to
act by the Company or any Holder or by the failure of the Company or any Holder
to comply with this Indenture.

SECTION 10.11. DISTRIBUTION OR NOTICE TO REPRESENTATIVE.

      Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

      Upon any payment or distribution of assets of the Company referred to in
this Article 10, the Trustee and the Holders of Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders of Notes
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

SECTION 10.12. RIGHTS OF TRUSTEE AND PAYING AGENT.

      Notwithstanding the provisions of this Article 10 or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

      The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights.

SECTION 10.13. AUTHORIZATION TO EFFECT SUBORDINATION.

      Each Holder of Notes, by the Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes.

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                                   ARTICLE 11.

                                   GUARANTEES

SECTION 11.01. UNCONDITIONAL GUARANTEE.

      Subject to the provisions of this Article 11, each Guarantor hereby
unconditionally, jointly and severally, on a senior subordinated basis,
guarantees (each such Guarantee being a "Subsidiary Guarantee" and all such
Guarantees being the "Subsidiary Guarantees") to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of the Notes or
this Indenture, that: (i) the principal of and interest and premium, if any, on
the Notes will be promptly paid in full when due, subject to any applicable
grace period, whether at maturity, by acceleration or otherwise and interest on
the overdue principal of, and interest on, to the extent lawful, the Notes and
all other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed all in accordance with the
terms hereof and thereof; and (ii) in case of any extension of time of payment
or renewal of any Notes or of any such other obligations, the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, subject to any applicable grace period, whether at stated
maturity, by acceleration or otherwise, subject, however, in the case of clauses
(i) and (ii) above, to the limitations set forth in Section 11.05 hereof.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, subject to Section 11.05 hereof, the Guarantors
shall be jointly and severally obligated to pay the same immediately. Each
Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

      Each Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that the Subsidiary Guarantees will not be discharged except by
complete performance of the obligations contained in the Notes, this Indenture
and in the Subsidiary Guarantees.

      If any Holder of Notes or the Trustee is required by any court or
otherwise to return to the Company, any Guarantor, or any custodian, trustee,
liquidator or other similar official acting in relation to the Company or any
Guarantor, any amount paid by the Company or any Guarantor to the Trustee or
such Holder of Notes, the Subsidiary Guarantees, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each Guarantor agrees
that they shall not be entitled to any right of subrogation in relation to the
Holders of the Notes in respect of any obligations guaranteed hereby until
payment in full of all obligations guaranteed hereby.

      Each Guarantor further agrees that, as between each Guarantor, on the one
hand, and the Holders and the Trustee, on the other hand, (x) the maturity of
the obligations guaranteed hereby

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<PAGE>

may be accelerated as provided in Article 6 for the purposes of the Subsidiary
Guarantees, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (y) in
the event of any declaration of acceleration of such obligations as provided in
Article 6, such obligations (whether or not due and payable) shall forthwith
become due and payable by each Guarantor for the purpose of the Subsidiary
Guarantees. The Guarantors shall have the right to contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under this Guarantee. The Notes will not be guaranteed by
any present or future Subsidiary that is not a Domestic Restricted Subsidiary or
any Unrestricted Subsidiary.

SECTION 11.02. SUBORDINATION OF NOTE GUARANTEE.

      The Obligations of each Guarantor under its Note Guarantee pursuant to
this Article 10 shall be junior and subordinated in right of payment to the
rights of holders of the Senior Debt of such Guarantor on the same basis as the
Notes are junior and subordinated to Senior Debt of the Company. For the
purposes of the foregoing sentence, the Trustee and the Holders shall have the
right to receive and/or retain payments by any of the Guarantors only at such
times as they may receive and/or retain payments in respect of the Notes
pursuant to this Indenture, including Article 10 hereof.

SECTION 11.03. SEVERABILITY.

      In case any provision of a Subsidiary Guarantee shall be invalid, illegal
or unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

SECTION 11.04. RELEASE OF A GUARANTOR.

      In the event of a sale or other disposition of all of the assets of any
Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all of the capital stock of any Guarantor, in each case to a
corporation, Person or entity which is not, and giving effect to the transaction
will not be, the Company or a Restricted Subsidiary of the Company, then such
Guarantor (in the event of a sale or other disposition, by way of such a merger,
consolidation or otherwise, of all of the capital stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such Guarantor) shall
be released and relieved of any obligations under its Subsidiary Guarantee;
provided that the Net Proceeds of such sale or other disposition shall be
applied in accordance with Section 4.10 and the other applicable provisions of
the Indenture. The Trustee shall deliver an appropriate instrument evidencing
such release upon receipt of a request by the Company accompanied by an
Officers' Certificate certifying as to the compliance with Section 4.17 hereof
and this Section 11.04. Any Guarantor not so released remains liable for the
full amount of principal of and interest on the Notes as provided in this
Article 11.

SECTION 11.05. LIMITATION OF GUARANTOR'S LIABILITY.

      Each Guarantor and by its acceptance of a Note each Holder confirms that
it is the intention of all such parties that the Subsidiary Guarantee by such
Guarantor pursuant to its

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Subsidiary Guarantee does not constitute a fraudulent transfer or conveyance for
purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law. To
effectuate the foregoing intention, the Holders and such Guarantor hereby
irrevocably agree that the obligations of such Guarantor under the Subsidiary
Guarantees shall be limited to the maximum amount as will, after giving effect
to all other contingent and fixed liabilities of such Guarantor and after giving
effect to any collections from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under this
Article 11, result in the obligations of such Guarantor under the Subsidiary
Guarantees not constituting a fraudulent transfer or conveyance.

SECTION 11.06. GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

      Subject to the provisions of Section 11.04, no Guarantor may consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another corporation, Person or entity whether or not affiliated with
such Guarantor, or sell or otherwise dispose of all or substantially all of its
assets to or liquidate into any such corporation (other than the Company or
another Restricted Subsidiary), Person or entity, unless:

                  (i) subject to the provisions of Section 11.05, the Person
            formed by or surviving any such consolidation or merger or acquiring
            such assets upon such sale, disposition or liquidation (if other
            than a Guarantor or the Company) unconditionally assumes all the
            obligations of such Guarantor pursuant to a supplemental indenture
            in form and substance reasonably satisfactory to the Trustee under
            the Notes, the Indenture and the Subsidiary Guarantee on the terms
            set forth herein or therein;

                  (ii) immediately after giving effect to such transaction, no
            Default or Event of Default exists; and

                  (iii) such Guarantor, or any Person formed by or surviving any
            such consolidation or merger or acquiring such assets upon a sale,
            disposition or liquidation, would have Consolidated Net Worth
            (immediately after giving effect to such transaction) equal to or
            greater than the Consolidated Net Worth of such Guarantor
            immediately preceding the transaction.

SECTION 11.07. Waiver of Subrogation.

      Each Guarantor hereby irrevocably waives, until and unless all of the
Obligations guaranteed hereby are indefeasibly discharged, any claim or other
rights which it may now or hereafter acquire against the Company that arise from
the existence, payment, performance or enforcement of such Guarantor's
obligations under the Subsidiary Guarantees and this Indenture, including,
without limitation, any right of subrogation, reimbursement, exoneration,
indemnification, and any right to participate in any claim or remedy of any
Holder of Notes against the Company, whether or not such claim, remedy or right
arises in equity, or under contract, statute or common law, including, without
limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim or other rights. If any amount
shall be

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<PAGE>

paid to any Guarantor in violation of the preceding sentence and the Notes shall
not have been paid in full, such amount shall have been deemed to have been paid
to such Guarantor for the benefit of, and held in trust for the benefit of, the
Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit
of such Holders to be credited and applied upon the Notes, whether matured or
unmatured, in accordance with the terms of this Indenture. Each Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the waiver set
forth in this Section 11.07 is knowingly made in contemplation of such benefits.

SECTION 11.08. EXECUTION OF GUARANTEE.

      To evidence its Subsidiary Guarantee to the Holder of Notes specified in
Section 11.01, each Guarantor hereby agrees that a notation of such Subsidiary
Guarantee in the form set forth in Exhibit A-1 hereto shall be endorsed on each
Note ordered to be authenticated and delivered by the Trustee. Each Guarantor
hereby agrees that the Subsidiary Guarantees set forth in Section 11.01 shall
remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of the Subsidiary Guarantees. Each such Subsidiary Guarantee
shall be signed on behalf of each Guarantor by two Officers, or an Officer and
an Assistant Secretary, or one Officer shall sign and one Officer or an
Assistant Secretary (each of whom shall, in each case, have been duly authorized
by all requisite corporate actions) shall attest to such Subsidiary Guarantee
prior to the authentication of the Note on which it is endorsed, and the
delivery of such Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of such Subsidiary Guarantee on behalf
of such Guarantor. Such signatures upon the Subsidiary Guarantees may be by
manual or facsimile signature of such Officers and may be imprinted or otherwise
reproduced on the Subsidiary Guarantees, and in case any such Officer who shall
have signed the Subsidiary Guarantees shall cease to be such Officer before the
Note on which such Subsidiary Guarantee is endorsed shall have been
authenticated and delivered by the Trustee or disposed of by the Company, such
Note nevertheless may be authenticated and delivered or disposed of as though
the person who signed the Subsidiary Guarantees had not ceased to be such
Officer of the Guarantor.

SECTION 11.09. ADDITIONAL SUBSIDIARY GUARANTEES.

      If the Company or any of its Subsidiaries shall acquire or create another
Restricted Subsidiary after the date of the Indenture, then such newly acquired
or created Restricted Subsidiary shall become a Guarantor, on a senior
subordinated basis, of the Company's obligations under the Notes and this
Indenture by (i) executing a supplemental indenture to this Indenture in the
form set forth in Exhibit B hereto, (ii) executing a Subsidiary Guarantee in the
form set forth in Exhibit A-1 hereto and (iii) delivering to the Trustee an
Opinion of Counsel, in form reasonably satisfactory to the Trustee, that the
Subsidiary Guarantee and supplemental indenture have been duly authorized,
executed and delivered by such Restricted Subsidiary and constitute the valid
and binding obligations of such Restricted Subsidiary and enforceable against
such Restricted Subsidiary in accordance with their respective terms, subject to
customary exceptions for bankruptcy and equitable principles; provided, however,
that this Section 11.09 shall not apply to any Subsidiary during such period as
such Subsidiary (y) would not be a Domestic Restricted Subsidiary or (z) has
been properly designated as an Unrestricted Subsidiary

                                       69
<PAGE>

in accordance with this Indenture for so long as it continues to constitute an
Unrestricted Subsidiary.

                                   ARTICLE 12.

                                  MISCELLANEOUS

SECTION 12.01. TRUST INDENTURE ACT CONTROLS.

      If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section 318(c), the imposed duties shall control.

SECTION 12.02. NOTICES.

      Any notice or communication by the Company, any Guarantor or the Trustee
to the others is duly given if in writing and delivered in person or mailed by
first class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

      If to the Company or any Guarantor:

            Silverleaf Resorts, Inc.
            1221 River Bend Drive, Suite 120
            Dallas, Texas 75247
            Telecopier No.: (214) 905-0514

            Attention: Robert E. Mead

      With a copy to:

            Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P.
            901 Main Street, Suite 3700
            Dallas, Texas  75202-3792
            Telecopier No.: (214) 747-3732

            Attention: David N. Reed

      If to the Trustee:

            Wells Fargo Bank, National Association
            Corporate Trust Department
            6th and Marquette
            Minneapolis, Minnesota  55479
            Telecopier No.: (612) 667-9825

            Attention: Silverleaf Resorts, Inc. Administrator

                                       70
<PAGE>

      The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

      All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

      Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

      If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

      If the Company or any Guarantor mails a notice or communication to
Holders, it shall mail a copy to the Trustee and each Agent at the same time.

SECTION 12.03. COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

      Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Guarantors, the Trustee, the Registrar and anyone else shall have the protection
of TIA Section 312(c).

SECTION 12.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

      Upon any request or application by the Company and/or any Guarantor to the
Trustee to take any action under this Indenture, the Company and/or such
Guarantor, as the case may be, shall furnish to the Trustee:

            (a) an Officers' Certificate in form and substance reasonably
      satisfactory to the Trustee (which shall include the statements set forth
      in Section 12.05 hereof) stating that, in the opinion of the signers, all
      conditions precedent and covenants, if any, provided for in this Indenture
      relating to the proposed action have been satisfied; and

            (b) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee (which shall include the statements set forth
      in Section 12.05 hereof) stating that, in the opinion of such counsel, all
      such conditions precedent and covenants have been satisfied.

                                       71
<PAGE>

SECTION 12.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

      Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

            (a) a statement that the Person making such certificate or opinion
      has read such covenant or condition;

            (b) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (c) a statement that, in the opinion of such Person, he or she has
      made such examination or investigation as is necessary to enable him to
      express an informed opinion as to whether or not such covenant or
      condition has been satisfied; and

            (d) a statement as to whether or not, in the opinion of such Person,
      such condition or covenant has been satisfied.

SECTION 12.06. RULES BY TRUSTEE AND AGENTS.

      The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 12.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
               STOCKHOLDERS.

      No past, present or future director, Officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or any Guarantor under the Notes, the
Subsidiary Guarantees, this Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes.

SECTION 12.08. GOVERNING LAW.

      THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUESTED THEREBY.

                                       72
<PAGE>

SECTION 12.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

      This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture, the Notes, or the Subsidiary Guarantees.

SECTION 12.10. SUCCESSORS.

      All agreements of the Company and the Guarantors in this Indenture, the
Notes or the Subsidiary Guarantees shall bind the respective successors of the
Company and the Guarantors. All agreements of the Trustee in this Indenture
shall bind its successors.

SECTION 12.11. SEVERABILITY.

      In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

SECTION 12.12. COUNTERPART ORIGINALS.

      The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

SECTION 12.13. TABLE OF CONTENTS, HEADINGS, ETC.

      The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]

                                       73
<PAGE>

                                   SIGNATURES

Dated as of June 7, 2004                   SILVERLEAF RESORTS, INC.

                                           By: /S/ ROBERT E. MEAD
                                               ---------------------------------
                                               Name: Robert E. Mead
                                               Title: Chief Executive Officer

                                           By: /S/ HARRY J. WHITE, JR.
                                               ---------------------------------
                                               Name: Harry J. White, Jr.
                                               Title: Chief Financial Officer
                                               and Treasurer

Dated as of June 7, 2004                   AWARDS VERIFICATION CENTER, INC.

                                           By: /S/ ROBERT E. MEAD
                                               ---------------------------------
                                               Name: Robert E. Mead
                                               Title: Chief Executive Officer

                                           By: /S/ HARRY J. WHITE, JR.
                                               ---------------------------------
                                               Name: Harry J. White, Jr.
                                               Title: Vice President and
                                               Treasurer

Dated as of June 7, 2004                   SILVERLEAF TRAVEL, INC.

                                           By: /S/ ROBERT E. MEAD
                                               ---------------------------------
                                               Name: Robert E. Mead
                                               Title: Chief Executive Officer

                                           By: /S/ HARRY J. WHITE, JR.
                                               ---------------------------------
                                               Name: Harry J. White, Jr.
                                               Title: Vice President and
                                               Treasurer

                                       74
<PAGE>

Dated as of June 7, 2004                   SILVERLEAF RESORT ACQUISITIONS, INC.

                                           By: /S/ ROBERT E. MEAD
                                               ---------------------------------
                                               Name: Robert E. Mead
                                               Title: Chief Executive Officer

                                           By: /S/ HARRY J. WHITE, JR.
                                               ---------------------------------
                                               Name: Harry J. White, Jr.
                                               Title: Vice President and
                                               Treasurer

Dated as of June 7, 2004                   BULL'S EYE MARKETING, INC.

                                           By: /S/ ROBERT E. MEAD
                                               ---------------------------------
                                               Name: Robert E. Mead
                                               Title: Chief Executive Officer

                                           By: /S/ HARRY J. WHITE, JR.
                                               ---------------------------------
                                               Name: Harry J. White, Jr.
                                               Title: Treasurer

Dated as of June 7, 2004                   SILVERLEAF BERKSHIRES, INC.

                                           By: /S/ ROBERT E. MEAD
                                               ---------------------------------
                                               Name: Robert E. Mead
                                               Title: Chief Executive Officer

                                           By: /S/ SANDRA G. CEARLEY
                                               ---------------------------------
                                               Name: Sandra G. Cearley
                                               Title: Secretary

                                       75
<PAGE>

Dated as of June 7, 2004                   ESTARCOMMUNICATIONS, INC.

                                           By: /S/ ROBERT E. MEAD
                                               ---------------------------------
                                               Name: Robert E. Mead
                                               Title: President

                                           By: /S/ HARRY J. WHITE, JR.
                                               ---------------------------------
                                               Name: Harry J. White, Jr.
                                               Title: Treasurer

Dated as of June 7, 2004                   PEOPLE REALLY WIN SWEEPSTAKES, INC.

                                           By: /S/ ROBERT E. MEAD
                                               ---------------------------------
                                               Name: Robert E. Mead
                                               Title: Chief Executive Officer

                                           By: /S/ HARRY J. WHITE, JR.
                                               ---------------------------------
                                               Name: Harry J. White, Jr.
                                               Title: Vice President and
                                               Treasurer

Dated as of June 7, 2004                   SLR RESEARCH, INC.

                                           By: /S/ ROBERT E. MEAD
                                               ---------------------------------
                                               Name: Robert E. Mead
                                               Title: Chief Executive Officer

                                           By: /S/ HARRY J. WHITE, JR.
                                               ---------------------------------
                                               Name: Harry J. White, Jr.
                                               Title: Vice President and
                                               Treasurer

Dated as of June 7, 2004                   WELLS FARGO BANK, NATIONAL
                                           ASSOCIATION

                                           By: /S/ JANE Y. SCHWEIGER
                                               ---------------------------------
                                               Name: Jane Y. Schweiger
                                               Title: Vice President





List of Exhibits attached to Agreement and not filed herewith:

Exhibit A - Form of Note

Exhibit B - Form of Supplemental Indenture





                                       76
<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                               Indenture Section
<S>                                                         <C>
310(a)(1)...........................................                  7.10
   (a)(2)...........................................                  7.10
   (a)(3)...........................................                  N.A.
   (a)(4)...........................................                  N.A.
   (a)(5)...........................................                  7.10
   (b)..............................................                  7.10
   (c)..............................................                  N.A.
311(a)..............................................                  7.11
   (b)..............................................                  7.11
   (c)..............................................                  N.A.
312(a)..............................................                  2.05
   (b)..............................................                 12.03
   (c)..............................................                 12.03
313(a)..............................................                  7.06
   (b)(1)...........................................                  N.A.
   (b)(2)...........................................                  7.07
   (c)..............................................           7.06; 12.02
   (d)..............................................                  7.06
314(a)..............................................           4.03; 12.02
   (b)..............................................                  N.A.
   (c)(1)...........................................                 12.04
   (c)(2)...........................................                 12.04
   (c)(3)...........................................                  N.A.
   (d)..............................................                  N.A.
   (e)..............................................                 12.05
   (f)..............................................                  N.A.
315(a)..............................................                  7.01
   (b)..............................................           7.05; 12.02
   (c)..............................................                  7.01
   (d)..............................................                  7.01
   (e)..............................................                  6.11
316(a)(last sentence)...............................                  2.09
   (a)(1)(A)........................................                  6.05
   (a)(1)(B)........................................                  6.04
   (a)(2)...........................................                  N.A.
   (b)..............................................                  6.07
   (c)..............................................                  2.12
317(a)(1)...........................................                  6.08
   (a)(2)...........................................                  6.09
   (b)..............................................                  2.04
318(a)..............................................                 12.01
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                  <C>
   (b)..............................................                  N.A.
   (c)..............................................                 12.01
</TABLE>

N.A. means not applicable.

*This Cross-Reference Table is not part of the Indenture.88

                                      B-ii